OMB Number:   3235-0288

Expires: December 31, 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

Amendment No. 1



☐

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

OR



☒

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

For the fiscal year ended August 31, 2010

OR



☐

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

For the transition period from ______ to ______

OR



☐

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)



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

Title of each ClassName of each exchange on which registeredNoneN/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:

51,279,452
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 ☐
    No ☒

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 ☐No ☒

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 ☒
   No ☐

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).                                                                                                                                 
Yes ☒   No
☐

Indicate
by check mark whether the registrant is 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):



| |  | 
| |  | 



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



| |  | 
| |  | 





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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
☒   Item 18
☐

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
☐    No  ☒

(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 ☐    No
☐



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Explanatory Note



In response to a comment from the staff of the Securities and Exchange Commission the Company has removed all references to mineral properties that we have no right to explore or mine in Item 4D, in the discussion on the PPM, Red Canyon, Taz, Ester Dome and Pavo Real projects.



We have also added a general statement section that discusses our joint venture business model and the QA/QC protocols employed by the Company for its generative exploration sample programs.



We have disclosed the hole identification number, total length of the drill hole and length of the interval associated with the sample result for the Redlich property.



We have disclosed the source of the historical gold production information for the Ester Dome project.



Item 4 with the amendments follows:





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 (604) 536-2711 and the facsimile number is (604) 536-2788.



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Principal capital expenditures / divestitures over the last three fiscal years

Fiscal year ended August 31, 2008

On February 20, 2008 NewcrestResources Inc. (Newcrest) terminated its option agreement on the Redlich property.

On March 4, 2008 Romarco Minerals Inc. satisfied its obligations pursuant to the agreement on Red Canyon property and then terminated its option agreement.

On March 11, 2008 Miranda signed an exploration with option to joint venture agreement with Queensgate Resources Corporation (Queensgate) to earn an interest on Miranda's BPV, CONO and Coal Canyon properties.

On March 26, 2008 Miranda entered into a 20 year mining lease for mining claims contiguous to the Company's PQ mining claims staked in April 2008.

On August 1, 2008 Miranda signed an exploration with option to joint venture agreement with Montezuma Mines Inc. (Montezuma), a subsidiary of CMQ Resources Inc. (CMQ), to earn an interest on Miranda's Red Canyon property.

On August 15, 2008 Miranda signed an exploration with option to joint venture agreement with Newcrest to earn an interest on Mirandas Horse Mountain property.

Fiscal year ended August 31, 2009

On October 16, 2008 Barrick Gold U.S. Inc. (Barrick) terminated its option agreement on the Companys Red Hill property.

On January 5, 2009 Barrick terminated its option agreement on the Companys Fuse properties and paid the Company $238,837 (US$200,000) in lieu of completing the required work expenditures.  The Company has kept the Fuse claims in good standing.

On May 28, 2009 Newcrest terminated its option agreement on the Companys Horse Mountain project.

In May 2009 the Company staked claims at the NEON project in Churchill County, Nevada.

On August 13, 2009 Miranda signed a mineral lease on the Oxen claims comprising the Big Blue project.

During the year ended August 31, 2009 the Company either allowed its claims to lapse or terminated the mineral leases on the Dame, Ettu, Horse Mountain and PQ properties.

Fiscal year ended August 31, 2010 and subsequent

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 Gold Corporation (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 Alaska state mining claims from Range Minerals Inc. (Range) comprising the Ester Dome project in the Fairbanks Mining District.



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On December 2, 2009 the Company executed an Association Agreement by and among ExpoGold Colombia S.A. (ExpoGold), the Company and the newly organized Miranda Gold Colombia II Ltd. (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 Resources Ltd. (White Bear) terminated its exploration agreement on the property.

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

White Bear was unable to fulfill its obligations under a 2007 exploration earn-in agreement on the Angel Wings property and the agreement was terminated.

On June 24, 2010, the Company executed an option agreement (the Pavo Option) by and among ExpoGold, the Company, and the Companys newly organized subsidiary Miranda Gold Colombia III Ltd. (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 share purchase agreement (SPA) and shareholder agreement (SA) with Red Eagle Mining Corporation (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.

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 Wings property.

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.

On October 1, 2010 the Company signed a letter agreement with Agnico-Eagle (USA) Limited (Agnico) setting out an exploration and option to joint venture on the Ester Dome property in Alaska.

On November 4, 2010 the Company signed a letter agreement with Navaho Gold PTY Ltd. (Navaho) setting out an exploration and option to joint venture on the TAZ property.

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. We have varying interests in a number of mineral properties located in Nevada and more recently in Alaska and Colombia.  The Companys
preferred approach is to joint venture our properties to other companies for their further more advanced exploration and development.



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The majority of the Companys exploration projects are in Nevada with one project in Alaska and a group of projects in Colombia.  The Nevada projects include the Redlich project located in Esmeralda County; the Red Canyon, Fuse, Red Hill, Coal Canyon, Big Blue, HOG, and TAZ projects located in Eureka County; the Iron Point and  PPM projects located in Humboldt County; and the Angel Wings project located in Elko County.

In November 2009 the Company leased the Ester Dome project in the Fairbanks Mining District in Alaska from Range Minerals Inc.

On December 2, 2009 the Company made a strategic decision to conduct generative exploration in Colombia and has aligned itself with ExpoGold, a Colombian registered exploration company.Pursuant to the agreement ExpoGold and its manager Jaime Diaz are conducting a project generative program to locate and acquire properties with the potential to host large gold systems in Colombia.  The program is being funded by Miranda. ExpoGold has accumulated an extensive database for target generation and has considerable expertise in conducting business, acquiring exploration and mining properties and executing exploration programs in Colombia.  Mr. Diaz has over sixteen years of experience in Colombian exploration and mine production and has consulted for the government as well as a number of international companies working in the region.

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.  The subsidiaries of MAD I (being Miranda Gold Colombia II Ltd., Miranda Gold Colombia III Ltd., and Miranda Gold Colombia IV Ltd.) have all 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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D.

Property

Overview of Projects



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 Company has prepared a summary table shown below that identifies the nature of our ownership or interest in the property, 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.

The following is a description of our properties with a location map and the nature of our interests in such properties.  All of Mirandas projects are accessible by road. The notes and schedules to our consolidated financial statements provide the details of acquisition and exploration expenditures on each of our mineral properties.











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Properties under third-party exploration funding agreements

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, to identify prospective areas for staking and subsequent option to a partner to fund continued exploration.



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 note 6 of the audited consolidated financial statements for the year ended August 31, 2010.



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 QA/QC protocols for its generative exploration sample programs can be summarized as:



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, Nevada.



All samples are fire assayed for gold and also analyzed for a 51 element package by a combination of ICP-MS and ICP-AES (Inductively Coupled Plasma with mass spectroscopy and atomic emission spectroscopy). Nominal prepped sample for gold fire assay fusion is a 30 gram pulverized sample weight. Nominal prepped sample for trace element ICP-ME and AES is a 250 gram pulverized (80 percent passing 75 microns) split from the original   sample for rocks and a 250 gram pulverized split after sieving sample to < 180 microns (80 mesh) for stream sediment and soil samples.  ICP-MS and AES trace element sample digestion is by aqua regia.  Detection limits are from 0.001 to 10 ppm for gold and variable for trace elements. Samples showing values above 10 ppm gold are routinely re-assayed.



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 30ppb gold with blanks) variance from known values. Standard and blank check samples verify gold values but not trace element values. Duplicate samples are not submitted for surface samples.



As at the date of this Annual Report Mirandas funding partners are exploring and advancing the following projects: Angel Wings, Big Blue, PPM, Red Canyon, Red Hill and TAZ all in Nevada,  Ester Dome in Alaska and Pavo Real in Colombia.

Angel Wings, Elko County, Nevada

In September 2005, Miranda staked claims on northern projections of the vein systems at Angel Wings.

On October 27, 2005 Miranda entered into a 20 year mining lease with Greg and Heidi Kuzma for several unpatented lode mining claims with a sliding scale production royalty between 2% to 4% depending on the price of gold, for advance minimum 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.



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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 in August 2010.

On September 17, 2010, Miranda entered into an exploration funding agreement with Ramelius on the Angel Wings project.  Under the terms of the agreement, Ramelius must spend US$4,000,000 over a five-year period as an initial expenditure requirement. The first years commitment of US$350,000 and 4,000 feet of drilling is an obligation.  Once Ramelius has completed the initial expenditure requirement they shall have the option and right to earn a vested 70% interest in Angel Wings 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.



Angel Wings is a low-sulfidation bonanza-vein and disseminated gold system in northeast Nevada. Coarse boiling textures (Angel Wings textures) are common in veins on the project. The Angel Wings property contains two styles of epithermal gold mineralization associated with a 6-mile long, northeast-striking structural zone.   The first style, with high-grade, gold-bearing, epithermal veins, occurs 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.  Select channel samples, from steeply dipping quartz-calcite-adularia veins, returned assays ranging from 0.010 to 2.700 opt gold.  The high-grade veins remain untested in a zone measuring over one mile along strike, 1,200 feet wide and at depth.



Surface sampling in 2007 also identified the second style disseminated, sediment-hosted gold mineralization with grades up to 0.044 ounce gold per ton in silicified and clay-altered Paleozoic rocks.  Shallow drilling by previous exploration companies for disseminated gold reported intersecting 0.047 ounce gold per ton over 50 feet in drill hole DC-7.  Both styles of gold mineralization will be evaluated with the exploration drilling.



In the summer of 2010, Ramelius contractors conducted additional geologic mapping and soil geochemical surveys. Results from this work and interpretations from recently completed magnetic and resistivity geophysical surveys will refine existing drill targets and identify additional drill targets.

On November 29, 2010 the Company announced Ramelius drill results from 1,500 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.  The results show that the location and continuity of the main vein is predictable. In addition, additional blind veins were encountered that suggest this is a robust system that will ultimately require drill testing both down-dip and along the entire length of the vein.

The drill program at Angel Wing was designed to test: 1) the DaVinci vein, where surface channel sampling had returned 10 feet of 0.736 opt gold and 2.6 opt silver and 2) the Goya zone, where silicified sediments with quartz veining returned surface values of up to plus 0.3 opt gold over coincident chargeable and resistive IP anomalies. The DaVinci vein is 850 feet west of the Goya area and they represent two separate veins.

Of particular note were intervals of 5 feet of 0.118 opt gold and 5 feet of 0.111 opt gold in hole AW10-03 intersected in the DaVinci vein. These mineralized intersections in AW10-03 are separated by intervals of no sample due to the bad ground encountered during drilling.  The no sample intervals represent voids or cavities in the limestone host rock.  Although mineralization extends to the end of the hole, it had to be abandoned due to loss of the drill hammer.  AW10-01, 02 and 03 were drilled from the same pad. AW10-01 and AW10-03 were angle holes directed east and hit the DaVinci vein at approximately 60 feet and 125 feet respectively below the surface exposure.  AW10-02 was directed northeast and hit the vein approximately 100 feet to the north along strike and at a depth of approximately 230 feet below the surface.  Drill holes AW10-01, 02, 03 all hit the DaVinci vein as projected suggesting good continuity of the vein. In addition, two veins were intersected that
were not observed at surface. Select samples have been submitted to the assay laboratory for metallic screen assays.  Results are pending.



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The two blind veins confirm that sub parallel veins are unexposed at Angel Wing. In a classic epithermal vein system model, multiple sub parallel veins sets can branch and horsetail at a higher level above a primary vein containing bonanza grade ore. The presence of multiple vein sets, which may branch from a deeper main vein provide further encouragement for 2011 drilling.

Drilling was suspended due to weather conditions and poor sample recovery and will continue in the early 2011 field season. Less than 150 feet of strike length was tested in the DaVinci vein and Goya zone.  Only a very small part of a multiple vein system extending over 1.24 miles has been tested thus far.  A detailed IP survey over the available 1.24 mile strike of the low sulphidation epithermal vein field at Angel Wing will be completed during the 2011 field season ahead of additional drilling. Ramelius will continue to drill at depth and along strike of the DaVinci vein and test other veins inferred from the IP survey.



Big Blue Property, Lander County, Nevada

On August 13, 2009 Miranda signed a 20-year lease on several unpatented lode claims in the Toiyabe Range in Lander County, Nevada, which collectively comprise the Big Blue project.  Miranda paid US$10,000 on the first anniversary of the agreement and will make annual advanced royalty payments through the term of the lease.  The claims are subject to an NSR royalty of 3% that is subject to a buy-down provision.  The project covers approximately two square miles and is located approximately 13 miles north of Austin, Nevada.  Miranda was drawn to this area through a generative program evaluating a number of district-scale stream-sediment anomalies whose character has an affinity with large sediment-hosted gold districts in Nevada.

On September 1, 2009 Miranda expanded the Big Blue project by staking certain Moxen claims. The Moxen claims are not subject to the lease on the Oxen claims as they fall outside the area of interest of the lease.

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.  Pursuant to the agreement, Ramelius must spend US$4,000,000 over a five-year period as an initial expenditure requirement. The first years commitment of US$250,000 is an obligation. Once Ramelius has completed the initial expenditure requirement they shall have the option and right to earn a vested 70% interest in Big Blue 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.  Ramelius made a cash payment of US$50,000 to Miranda as reimbursement for staking and filing costs associated with Big Blue.



The Big Blue project covers 7 square miles and is located approximately 13 miles north of Austin, Nevada. 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.

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 opt gold. A second anomaly extends over 2,000 feet by 1,000 feet and returns surface values ranging from non-detectable to a high of 1.65opt gold.  This highest value is from a 3 foot chip sample within fractured upper-plate argillite.





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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 plus 9ppb gold in soil anomaly and anomalous rock chips up to 56 g/t gold have been identified to date. Five distinct gold in soil anomalies were identified and or further delineated by the 1,237 soil samples collected in the soils survey.



The 200 by 100 meter survey station gravity survey highlights a gravity high feature within the centre of the project area, suggesting uplifted basement or buried intrusive rocks.  Several faults were also inferred from the survey. A gravity low coincident with a geochemical anomaly is inferred as a possible area of subsurface alteration.



PPM, Humboldt County, Nevada

In September 2005 Miranda staked the PPM mining claims located on the north end of the Battle Mountain-Eureka Trend.

On April 17, 2007 the Company signed an exploration agreement with option to form a joint venture with Piedmont whereby Piedmont may earn a joint venture interest in the PPM project.  Piedmont will earn a 55% joint venture interest in the property by paying the Company US$25,000 before May 17, 2007 (received) and by completing expenditures of US$1,750,000 for exploration activities over a period of five years.  A minimum work expenditure of US$175,000 is required in the first year with expenditure minimums increasing in subsequent years.  Once the initial earn-in phase of 55% has been reached, Piedmont and the Company will enter into a joint venture agreement for which Piedmont will be the operator. Piedmont is currently in default regarding the expenditure obligations.  Miranda trimmed the size of the PPM property to 12 claims on September 1, 2010.  Piedmont has been given a short amount of time to determine if it can raise the capital needed to continue to fund exploration work in 2011.  If not, Miranda will issue a notice of default to Piedmont and terminate the exploration agreement.

PPM is a pediment-covered, gold exploration project on the north end of the Battle Mountain-Eureka gold trend in Humboldt County, Nevada.  Miranda controls a 100 percent interest in these unpatented lode claims.

Miranda has identified a pediment-covered gold target along northeast-striking faults, which extend southwest from a sediment-hosted mercury district. The claims are located over an area where those northeast-striking structures intersect gold-in-sagebrush geochemical anomalies proximal to the margin of an inferred buried intrusion (magnetic high).  Sediment-hosted mercury occurrences are frequently in close spatial association with sediment-hosted gold systems and were documented previous to modern gold discoveries in the Carlin, Cortez, and Getchell Trends.  The mercury occurrences adjacent to PPM may reflect zoning from a primary gold system under pediment near the intrusive margin.
Mercury mineralization in the Poverty Peak district adjacent to the PPM property is hosted in Permian calcareous sandstone, calcareous shale, phyllite and siltstone within the Golconda allochthon.  Locally, gold up to 0.0291 opt has been identified in rock samples in the mercury workings and associated mine dumps.  The alteration associated with the mercury mineralization includes decalcification and iron staining.  Barite veinlets in silicified outcrops (jasperoid) occur near the range front.  The barite and jasperoids may also be indications of a pediment covered gold system.

Prior to Miranda's reconnaissance efforts, systematic property-wide exploration had not been completed. Miranda's efforts identified a gold-in-sagebrush geochemical anomaly and elevated mercury gas values between an inferred buried intrusion (magnetic high) and a sediment-hosted mercury district.



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Red Canyon Project, 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).  The property can be purchased for $1,000,subject to a retained royalty, if all commitments are met.

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.

On October 13, 2004, Miranda entered into an exploration agreement with an option to form a joint venture with Newmont. 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 on April 10, 2006.

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.  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.  On January 15, 2008 Miranda announced the results of the program that included 85 feet of 0.046 opt gold in drill hole ROM07-01 at the Ice Prospect.

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.

During the year ended August 31, 2009 Montezuma completed a first phase drill program at Red Canyon.  Three drill holes totaling 2,295 feet east and northeast of the Ice Zone were drilled.  All holes intersected altered McColley Canyon Formation, beneath barren volcanic rocks or alluvium, and ended in the Lone Mountain dolomite.  Elsewhere in the Cortez Trend the McColley Canyon Formation is a host rock for disseminated Carlin-style mineralization.   When assays were received, Miranda and Montezuma geologists met for a peer review of the field data collected over the past year.  Data include: geologic mapping, airborne magnetics, CSAMT, gridded soils and the recent drilling campaign. The peer review served as an open forum to systematically integrate and interpret project level data.  Interpretations will assist with target identification and will guide future rounds of drilling.

Montezuma conducted a second phase of diamond core drilling in mid November 2009, the first core drilling in over two decades of exploration.  A 1,137 foot drilling program was completed in three core holes at the Ice Zone.



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.  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.  These holes 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.  Core samples from MR09-05C and MR09-06C indicate strongly decalcified and clay-altered limestone is associated with the gold alteration.  As previous drilling targeted areas with strong silica alteration, this information will be valuable in effectively determining the location of future drill holes. Assays and geologic logs are available for KR-001, but no drill cuttings were preserved.





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MR09-05C intersected 119 feet of 0.152 opt gold. This result verified the results in KR-001, a reverse circulation hole which intersected 95 feet of 0.117 opt gold from 20 to 115 feet, but with 30% higher grade and 25% greater thickness.  MR09-06C intersected 60 feet of 0.10 opt gold.   MR09-04C was drilled 1,445 feet east of KR-001 to a depth of 808 feet to test the McColley Canyon Formation, a favorable host rock in the area, beneath a gold and arsenic soil anomaly.  MR09-04C had no significant assays.



Exploration potential at Ice remains open in two directions: to the southeast for 7,600 feet along the axis of a plunging syncline; and to the northeast along 3,600 feet of strike.



Montezuma conducted an eight hole, 11,260 foot reverse-circulation drilling program in July and August 2010. The drill program tested geologic, geochemical and geophysical targets southeast of MR09-05C in an area of complex faulting and folding.  Drill results included two mineralized zones in MR10-01, a vertical hole 1,660 feet southeast of core hole MR09-05C.  The intercepts include:

·

20 feet of 0.050 opt gold from 775-795 feet; and

·

20 feet of 0.086 opt gold from 965-985 feet.



Prior exploration and drilling by Montezuma and others confirm the presence of a 650 foot-wide by 2,850 foot-long, southeast-striking corridor that extends from Ice through MR10-01 and up to an additional 1,190 feet to the southeast.  The corridor between MR09-05C and MR10-01 has not been drilled by past operators.  The remaining seven drill holes, MR10-02 through MR10-08, did not intersect mineralization exceeding 0.01 opt gold.

To date, Montezuma's drilling has been permitted through a Notice of Intent (NOI) with the BLM that limits surface disturbances to a maximum of 5 acres.  A Plan of Operations/Permit for Reclamation (POO) was filed in March 2010 with the BLM and is expected to be approved later this year. The POO will allow for the drilling of 31 holes in the first phase.  Nine of these holes lie in the corridor between MR09-05C and MR10-01. When complete, the POO will allow for up to 24.6 acres of surface disturbance and increased flexibility in drill testing a variety of targets across the project.  Additional drilling is contingent upon acceptance of the POO.

The Red Canyon project includes several unpatented lode mining claims on the Battle Mountain-Eureka Trend that covers an erosional "window" that exposes oxidized and silicified lower-plate carbonate rocks over a three square mile area.



Red Hill Property, Eureka County, Nevada

On May 27, 2004, Miranda entered into a 20-year mining lease for the Red Hill property with Nevada North Resources (USA) Inc. (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 advance annual 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 this property through a prior association with the lessor.

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.

In late 2006, Barrick offset BRH-013 which intersected 45 feet of 0.237 opt gold from 1,920 to 1,965 feet 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 ft east-northeast (BRH-014) and 315 ft 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 piercepoints 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.



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Beginning in late October 2007 Barrick completed 11,765 feet of reverse-circulation drilling in six vertical holes to, in part, follow up on BRH-013 which, in 2006, intersected 45 feet 0.237 opt gold from 1,920 to 1,965 feet.

BRH-016 was drilled 650 feet north of BRH-013 and it intersected two vertically-extensive zones of hydrothermal alteration in lower-plate limestone: a) variably decalcified, oxidized and carbon-bearing Devils Gate limestone from 1,360 to 1,785 feet and b) carbon and clay altered Denay limestone with igneous dikes from 2,115 to 2,265 feet.  Significant gold was not intersected.

BRH-021 was drilled 720 feet northwest of BRH-013, along strike of a prominent geophysical resistivity anomaly that guided the placement of BRH-013.  The hole intersected two intervals of variably decalcified, silicified and weakly oxidized lower-plate limestone at 1,100 to 1,470 feet and 1,810 to 2,135 feet.  Sulfidized igneous dikes, similar to those intersected in the BRH-013 gold-bearing interval, were intersected from 1,810 to 1,860 feet.  Ten feet of 0.081 opt gold fault-controlled gold mineralization, hosted in decalcified and clay-altered Denay limestone, a characteristic of Carlin-type systems, was intersected from 2,125 to 2,135 feet.  BRH-021 also intersected 5 feet 0.023 opt gold from 1,830 to 1,835 feet.

On the east side of the property 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 along the range front 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.  Both holes intersected similar geology: a thin veneer of alluvium, upper plate siliciclastic rocks and a fault that removed the targeted limestone.  BRH-023 intersected 5 feet 0.014 opt gold from 1,070  to 1,075 feet, 5 ft 0.012 opt gold from 1,115 to 1,120 feet and 10 ft 0.013 opt gold from 1,175 to 1,185 feet.  BRH-024 intersected 10 feet 0.013 opt gold from 960 to 970 feet, 5 feet 0.027 opt gold from 1,100 to 1,105 feet and 5 feet 0.013 opt gold from 1,210 to 1,215 feet.

Two drill holes (BRH-017 and BRH-017A) ended prematurely in limestone voids before testing their intended targets.

In October 2008 Barrick completed two deep drill holes at Red Hill. One hole was collared 1,000 feet to the southeast and one hole was 2,450 feet to the west of BRH-013.  Based on preliminary results Barrick elected to terminate the agreement on October 15, 2008 prior to a US$150,000 payment that would have been required to be paid to the Company by October 27, 2008.

On October 1, 2009 the Company signed an exploration with option to joint venture agreement with NuLegacy, a private Nevada corporation, 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.

The Red Hill property is comprised of a mining lease on lode mining claims that occupy a large percentage of the JD Window.  The JD Window exposes lower-plate carbonate rocks that elsewhere in the Cortez Trend are the host rocks for disseminated gold deposits. Extensive hydrothermal activity has caused argillic alteration, decalcification, widespread iron oxide staining and silicification of the carbonate rocks. Anomalous gold mineralization is located in several prominent faults and is associated with barite and antimony mineralization.



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Miranda geologists strongly believe that additional targets exist in the area of BRH-013 and that the property has not yet been fully tested.  Priority targets include the SE-strike projection of the CSAMT anomaly associated with the mineralization in BRH-013 where a 1,300 foot by 1,700 foot >20 ppb gold in soil anomaly is developed in a NW-striking syncline, within a larger zone of laterally-extensive hydrothermal alteration.  Previous drill holes did not test this shallow target area.  Mineralization associated with BRH-013 approximately 1500 feet to the northeast may project into this anomaly.

Another target is identified proximal to the historic antimony pits on the east side of the project.  Twenty holes were drilled in this area; however only three holes exceeded 700 foot depths.  These three holes ended in 35-150 ppb gold.

NuLegacy reported that as of September 30, 2010 they had incurred exploration expenditures of $248,804 (inclusive of property maintenance costs of $45,258) on the Companys Red Hill property comprised of, among other things, geologic interpretation of existing data and a CSAMT geophysical survey, along with an IP/Resistivity survey, completed in January and February 2010 designed to, among other things, identify drill targets for NuLegacys next phase of exploration.

On November 18, 2010 Miranda announced that NuLegacy has begun drilling on the Red Hill project NuLegacy has permitted five holes and plans to drill up to 5,000 feet.  Three target areas will be tested including 1) a geophysical IP resistivity and conductivity high anomaly approximately 3,280 feet long inferred to reflect Carlin-style alteration and mineralization at a depth of 500 feet 2) an area of anomalous rocks and soils associated with jasperoid and low-level anomalous gold in historic shallow drill holes, and 3) an area approximately 2,000 feet by 4,000 feet with alteration and a gold and mercury soil anomaly which is the anomalous area of the CSAMT projection associated with mineralization in BRH-013 mentioned above as a priority target for Miranda.  NuLegacy completed drilling 4 holes for a total of 4,920 feet on November 23, 2010.  Three holes tested the IP resistivity anomaly and one hole tested the zone of anomalous gold and mercury in soils.  All assays are pending.

TAZ project, Eureka County, Nevada

In October 2009 Miranda staked several unpatented lode claims comprising the TAZ project in the Roberts Mountains in Eureka County, Nevada approximately 26 miles northwest of the town of Eureka.  The project is on the southern end of the Battle Mountain-Eureka Trend and covers approximately 3.8 square miles.

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.  At TAZ, an initial and straight forward target would be to offset drill hole VC96-8 and drill deeper to test for more robust gold mineralization in the underlying Denay which is conventionally inferred to be a better host than the Devils Gate Formation.

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 opt gold from 215 - 285 feet within a 135 foot zone of 0.025 opt gold from 215 - 350 feet.  The drill hole ended at a depth of 350 feet with the last five-foot sample returning 0.005 opt gold within Devils Gate Limestone.



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On November 4, 2010 the Company signed a letter of intent with Navaho whereby Navaho may earn a 75% interest in the TAZ project by expending US$3,000,000 over four years.  The first years commitment of US$400,000 is an obligation.  Once Navaho has spent the first US$3,000,000 they shall have the option and right to earn a vested 75% interest in TAZ by either funding 100% of exploration costs required to complete a bankable feasibility study within four years after the completion of the initial earn-in period at a minimum expenditure rate of US$1,000,000 per year or by spending an additional US$10,000,000 within 10 years after the initial earn-in period.  If Navaho 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 $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%.

Redlich Property, Esmeralda County, Nevada

On January 23, 2008 Miranda paid the final US$11,250 and issued the final 15,000 two-year share purchase warrants at an exercise price of $0.55 to complete the purchase of the Redlich Property with the owner retaining a 3% NSR royalty.  Upon completion of a bankable feasibility study, Miranda has the option to buy two percentage points of the NSR for US$1,000,000 per percentage point.

From March 4, 2004 until it was terminated on February 20, 2008 Newcrest had an exploration with option to joint venture agreement with the Company.  During the term of the agreement Newcrest paid the Company US$135,000 and incurred US$1,735,687 in exploration expenditures.

Newcrest completed a first-phase drill program in October 2004 that included 19 holes (R29 through R47) for a total of 11,094 feet of reverse circulation drilling.  The highlights of this drilling included high-grade intercepts of 5 feet of 1.35 opt gold in hole R43, and 15 feet of 0.330 opt gold in hole R45.  Hole R43 is especially significant in that it intersected a vein approximately 3,000 feet from previously known occurrences.  In addition to these high-grade intercepts, one hole drilled a low-grade intercept of 190 feet of 0.020 opt gold.

During the summer of 2005, Newcrest completed an additional 26 reverse circulation drill holes (R48 through R74) for a total of 16,145 feet.  This phase of drilling continued testing high-grade gold mineralization and vein continuity in the Redlich fault zone as well as offsetting mineralization in Newcrest drill hole R43. Of particular interest in this round of drilling is an intercept of 1.945 opt gold over 5 feet.  Notably this intercept includes thinly banded texture within a quartz vein and is significantly deeper than previous high-grade intercepts reported by Newcrest in 2004.

During 2006, Newcrest completed an additional 15 reverse circulation drill holes for a total of 10,978 feet focused on better defining and extending known mineralization. Hole R76 intersected 0.603 opt gold over 5 feet and hole R77 intersected 0.043 opt gold over 60 feet, including 0.375 opt gold over 5 feet.

Newcrest added to our property position by staking additional lode claims to cover lands north and east of the current claim block.  The Redlich property then covered 5.5 square miles and has subsequently been reduced to 3.6 square miles.

Newcrests 2007 core drilling program comprised two oriented core holes totaling 2,376 feet.  The holes were designed as offsets to drill hole R-73, a reverse circulation hole that intersected 55 feet of 0.046 opt gold and 10 feet of 1.037opt gold.  In drill hole RD-1 significant low-grade gold was intersected from 210 to 265 feet in iron stained to gossanous andesite.

In total, 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 collecting 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.

MDA found that 55% of all drill-hole samples grading over 0.029 opt gold are contained within an approximate east-west plane dipping 45o to the south. The strike length of this plane is approximately 1,150 feet long and extends down dip approximately 590 feet.  All drill holes that intersect this plane as defined above have reported intercepts of gold grades greater than 0.029 opt.  The best intercept in the plane is 5 feet of 1.945 opt gold.

At approximately 1,065ft and 5,000ft distance respectively from the defined plane are drill holes R-1 with a total depth of 725ft and a 5ft intercept of 15 g Au/t (0.438 oz Au/t) from 545 to 550ft, and R-43 with a total depth of 580ft and 5ft intercept of 27 g Au/t (0.788 oz Au/t) from 270 to 275ft.  According to MDA, these drill intercepts remain open and only partially tested and represent potential for additional parallel vein sets.

By evaluating gold and silver grade changes by elevation, MDA found evidence for a favorable horizon for precious metal deposition.  Gold values show an increase between 4,265 feet and 4,755 feet in elevation.  The trend is more profound for silver and suggests a lower horizon favorable to its deposition, a characteristic not unusual for epithermal precious metal deposits.  Mirandas geologic team believes this favorable elevation represents the boiling zone at which gold was precipitated from hot fluids during mineral deposition.

MDA suggests that further exploration is justified and that it should concentrate on the orientation and favorable elevation of the best-fit plane as well as around the two isolated drill intersections of 0.438 opt gold and 0.788 opt gold.

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.

An illustration of the best-fit plane for Redlich gold mineralization is available on Mirandas website at http://www.mirandagold.com/s/Redlich.asp.

In September 2008, the Company began evaluating a possible copper-molybdenum porphyry target on the Redlich property.

The porphyry target was explored with core drilling by Molycorp, Bear Creek, and Amax, Inc. in the early 1960s and Inspiration Development Company ("Inspiration") in the early 1980s.  Miranda obtained and re-logged some of the drill core and submitted for assay on a 40-foot interval from 369 to 409 feet from Inspiration drill hole RH-5.  This interval contains visible native copper, chalcopyrite, bornite and copper sulfates within a quartz monzonite intrusion that shows weak silicification and moderate phyllic alteration.  Assays for this interval returned 1.33% copper.  Several logs from historic drill holes report visible chalcopyrite and molybdenum within quartz veinlets and as fine grained disseminations.  Historic assays from Inspiration drill hole EDH-9 show 600 feet of 624 ppm (0.062%) molybdenum from 1,000 to 1,700 feet.  RH-5 and EDH-9 represent the best of 10 known historic holes drilled within the target area.

A company which holds geothermal rights that overlap the Redlich claims completed a 1,940 foot test hole on the Redlich property within the area of the porphyry target.  Miranda was supplied with 30 foot composite
samples from this hole for logging and assaying.  Anomalous assay results include 990 feet of 545 ppm (0.055%) copper from 710 to 1,700 feet and 780 feet of 161 ppm (0.016%) molybdenum from 710 to 1,460 feet.



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The Company reduced its land position on September 1, 2009 retaining only core Redlich claims.



On June 4, 2010 the Company signed an agreement with SIN Holdings Inc. (SIN) whereby SIN could have earned a joint venture interest in the Redlich project however SIN immediately terminated the agreement and did not fulfill its obligations.



Ester Dome project, Fairbanks Mining District, Alaska

On October 29, 2009 the Company leased several Alaska state mining claims from Range Minerals Inc. (Range) comprising the Ester Dome project in the Fairbanks Mining District approximately 5 miles from Fairbanks, Alaska. The Ester Dome project covers approximately 13.8 square miles.  The Company subsequently staked additional claims.

Although outside of Mirandas normal exploration jurisdiction of Nevada, the Ester Dome acquisition presents Miranda a unique opportunity to control and explore a district-scale project with a historic gold endowment in excess of 1 million ounces.  The Fairbanks District has reportedly produced over 9.5 million ounces of alluvial gold.  Internet sources (http://alaskaproducers.org/history-of-mining-in-alaska?showall=1) list historic placer and lode production of the Fairbanks District as 11.8 million ounces of gold.

Over 3 million ounces of alluvial gold were reportedly mined on the flanks of Ester Dome and the Ester Dome project covers the majority of the upland source area for these 3 million ounces.  On the property, reported historic drilling returned a high-grade gold intercept with 19.7 feet of 2.7 opt gold justifying step out drilling with little advance work required.

To maintain the lease with Range, Miranda will pay annual escalating advance royalty payments, incur minimum work commitments, be subject to a gold price indexed NSR royalty, and Miranda will issue the following share purchase warrants to Range:

·

100,000 at an exercise price at $0.50 (issued December 9, 2009);

·

100,000 at an exercise price of $0.55 on thefirst anniversary of the lease (issued October 29, 2010); and

·

100,000 at an exercise price of $0.60 on the second anniversary of the lease.



All share purchase warrants will expire two years after the date of issue and be subject to terms and limitations required by Canadian and U.S. securities laws including a four-month hold period.

The geology and mineralization on the Ester Dome project is prospective for high-grade vein deposits and shear-hosted gold deposits as well as large tonnage bulk minable gold deposits.  The geology of Ester Dome comprises a suite of metamorphic rocks, primarily schist separated by thrust faults. The schist is cut by igneous stocks and sills, and mineralization appears to be intimately related to a Cretaceous intrusive event.  The most recent exploration on Ester Dome was conducted by Placer Dome Exploration (PDX) for a nine-month period in 1998.  PDX attempted to delineate a plus-one-million ounce resource within the nine-month period and drilled 14,620 feet in 21 core and 10 reverse circulation drill holes.  Reported highlights of that drilling are given:

·

The best PDX hole (98EDC018) intersected 19.7 feet of 2.7 opt gold from 360.9 to 380.6 feet;

·

Seven holes proximal to 98EDC018 had intersections that averaged 6.4 feet of 0.081 opt gold; and

·

The last hole drilled by PDX (98EDC031) was a 500 feet step out from their area of focused drilling and intersected 10 feet of 0.513 opt gold at 673 feet. This hole was not followed up with additional drilling.





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Over 12,000 historical surface soil and rock samples provide multiple undrilled gold anomalies on the property; several surface gold anomalies are on the scale of 0.6  1.2 miles long and 660  1,640 feet wide, including an anomaly that extends 1.2 miles from the significant PDX drill hole intercepts.

A large VLF (VLF surveys use very low frequency sound to measure resistivity and conductivity of lithology) geophysical grid included in the property database appears to correlate well with inferred structures and will contribute to resolving and testing structural controls to mineralization.

The PDX final report recommends several targets for additional drilling that were not tested. Miranda will validate these PDX targets initially, and compile the large historic database to generate additional drill targets and begin field work in 2010.

Mirandas work on Ester Dome in 2010 has consisted primarily of limited reconnaissance prospecting that identified quartz veins in schist and intrusive rock, data compilation, and the completion of a soil grid consisting of 367 samples.  The purpose of the soil grid was to confirm, delineate and tighten the spacing of an irregularly sampled and undrilled soil anomaly previously identified by Placer Dome.  The soil anomaly has dimensions of approximately 6,000 feet by approximately 1,200 feet.  This soil anomaly is proximal to a cluster of small mapped and inferred intrusive bodies that occur in an area measuring approximately 1.5 square miles. Small alluvial gold workings occur immediately downstream from the area containing the intrusive bodies and soil anomaly.

Miranda has signed a Letter of Intent with Agnico-Eagle USA Limited (Agnico), whereby Agnico may earn a joint venture interest in the Ester Dome project.  Under the terms of the Letter of Intent, which is to be replaced by a definitive option agreement, Agnico can earn a 51% interest in Ester Dome by spending US$4,000,000 in qualifying expenditures over a five year period.  Agnico may then elect to earn an additional 19% interest (for a total of 70%) by completing a feasibility study or by spending an additional $10,000,000 at a rate of no less than $1,000,000 per year.  Agnico will continue to compile the large historic database for the project in anticipation of the 2011 exploration season.

Pavo Real, Tolima District, Colombia

On December 17, 2009 the Company signed a modified exclusive Association Agreement with ExpoGold to conduct generative exploration in Colombia.  The addition of projects in Colombia to Mirandas portfolio is a strategic decision to explore for world-class gold deposits in an underexplored jurisdiction in line with the objective of increasing shareholder value through discovery.



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.



Pursuant to the Association Agreement, ExpoGold and its manager Jaime Diaz have been conducting a project generative program to locate and acquire properties with the potential to host large gold systems in Colombia.  ExpoGold has accumulated an extensive database for target generation and has considerable expertise in conducting business, acquiring exploration and mining properties and executing exploration programs in Colombia.  Mr. Diaz has over 16 years of experience in Colombian exploration and mine production and has consulted for the government as well as a number of international companies working in the region.



Under the terms of the Association Agreement, Miranda issued 350,000 common shares to ExpoGold and has a First Right of Refusal to acquire any of the 45 license applications controlled by ExpoGold.  These applications cover approximately 123,000 hectares and are located in 14 discrete mining districts.  Included in the 45 applications is the Pavo Real property.





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On June 24, 2010 Miranda exercised the right to acquire 100% of the Pavo Real Concession from ExpoGold (the Pavo Real Option Agreement) by making the following payment and issuing shares of Miranda to ExpoGold:



·

US$20,000 plus 100,000 shares upon signing the Pavo Real Option Agreement (paid and issued);

·

US$20,000 plus 100,000 shares within six months from the execution of the Agreement; and

·

US$50,000 plus 100,000 shares at the first anniversary of the Agreement.



On June 25, 2010, the Company signed a shareholders agreement with Red Eagle, whereby Red Eagle may earn a joint venture interest in the Pavo Real Concession in Colombia.  Red Eagle can earn a 70% interest in the Pavo Real Concession by funding US$4,000,000 in qualifying expenditures over a four year period, of which US$500,000 is an obligation, followed by either completing a positive feasibility study within the following eight years or by annually funding $1,000,000 in exploration and development during the next 10 years.  An optional 10% interest, for a total of 80%, can then be earned if Red Eagle elects to fund all costs associated with placing the project into production.



Red Eagle will assume and be responsible for all payments and other obligations due from Miranda to ExpoGold under the Pavo Real Option Agreement including reimbursement for all costs associated with maintaining the Pavo Real Concession.  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.



Red Eagle is a private company, incorporated in British Columbia, with its head office in Vancouver.  The Chairman and CEO of Red Eagle is Ian Slater who is also a director of Miranda.



Red Eagle will focus on laying the ground work for the Pavo Real project.  Current ongoing work consists of acquiring both high-resolution satellite imagery and base maps.



On August 24, 2010 a helicopter airborne magnetic survey started over the Pavo Real project in the Colombia.  Red Eagle contracted with MPX Geophysics, Ltd. to complete the survey.  The survey goals were to identify intrusions and their margins, magnetic destruction from alteration, and to delineate large-scale structures.  The survey totaled 1,706 line-miles with east-west flight lines on 164 foot spacing and north-south tie lines on 1,640 foot spacing.  The sensor height was approximately 230 feet.



Results from the initial magnetic survey will aid in the development and design for a follow up mapping and geochemical soil/rock chip survey to be followed by a drilling program.  Red Eagle has hired an in-country manager and designed an exploration program for the project.  High-resolution satellite imagery and base maps have been acquired.  A drill program will follow mapping and geochemical surveys.  The program will constitute the base for a NI 43-101 Technical Report prepared for Red Eagle to be followed by an initial public offering and listing of Red Eagle on the TSX-Venture Exchange.



Pavo Real lies within the department of Tolima 12.4 miles south of the city of Ibague.  At Pavo Real 70 soil samples on three wide spaced lines define a 2,300 foot long by 330 foot to 1,640 foot wide gold anomaly.  The soil anomaly remains open in three directions.  Of the 62 rock samples taken from an area of limited exposure on the east edge of the soil anomaly, 31 samples are greater than 0.006 opt gold and the average value of those samples is 0.12 opt gold with a high of  1.66 opt gold.  Preliminary field work at Pavo Real has shown that the gold mineralization is hosted by sandstones.  Regionally the property is near several gold-silver skarn deposits.  This, coupled with elevated bismuth and copper suggest that Pavo Real is intrusive related and may provide a distal skarn or distal disseminated target.



As at the date of this Annual Report Miranda is seeking funding partners to continue exploration programs to advance the Coal Canyon, Fuse, HOG, and Iron Point, projects in Nevada.



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Coal Canyon, BPV and CONO projects, Eureka County, Nevada

The Coal Canyon, BPV and CONO projects are located 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 requires advance annual 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.



Also, on May 27, 2004, Miranda entered into two 20-year mining leases with Nevada North for the BPV and CONO properties (adjacent to Coal Canyon), with a sliding production royalty between 2.5% to 5% depending on the price of gold and subject to buy down provisions to 2%.  As of August 4, 2010 the leases on BPV and CONO are terminated.



Kenneth Cunningham, a director and officer of Miranda holds a 10% interest in all three properties through a prior association with Nevada North.



From April 2005 to March 2007 the Coal Canyon project was under option to Golden Aria.  On January 26, 2007 Miranda announced that 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 foot to 200 foot thick zones of moderately decalcified, and variably silicified/clay altered silty limestone.  Neither of the holes intersected significantly anomalous gold mineralization.



On February 4, 2005 Miranda entered into an exploration agreement with an option to form a joint venture on BPV and CONO with Agnico-Eagle.  Agnico-Eagle terminated the option effective November 30, 2006.

From March 11, 2008 until August 4, 2010 the Coal Canyon, BPV and CONO projects were under an exploration agreement with an option to form a joint venture agreement with Queensgate.

During the term of the agreement Queensgate issued to Miranda 300,000 common shares.

In August 2008 Queensgate completed 1,950 feet of reverse-circulation drilling in two vertical holes at Coal Canyon. No significant assay results were reported for Hole MCC-003 that was drilled to a depth of 750 feet and intersected the Roberts Mountains Formation, an attenuated section of the Hanson Creek Formation and the upper Eureka Formation.  Zones of hydrothermal alteration (decalcification, silicification and/or iron oxidation) from 40 to 70 feet-thick were focused along the Roberts Mountain/Hanson and Hanson/Eureka formational contacts.  Hole MCC-004 was drilled 1,360 feet north of MCC-003 to a depth of 1,200 feet. The hole intersected the lower half of the Roberts Mountains Formation and the upper, middle and a portion of the lower Hanson Creek Formation. Both of these formations are lower plate host rocks to mineralization elsewhere in the Carlin and Cortez Trends.  Hydrothermal alteration in the form of decalcification, silicification, sooty pyrite cemented breccias, quartz-dolomite veins and disseminated sphalerite were best developed in the middle and lower Hanson Creek Formation.  The drill hole intersected 10 feet of 0.011 opt gold 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 opt gold 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.  These results will assist in the planning of future drilling programs.



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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 opt gold in the Hanson Creek dolomite and the underlying Eureka quartzite.  Gold mineralization is associated with altered dikes, iron oxide and silicification.

On August 4, 2010 the Company announced drill results from a four hole, 5,250 foot reverse-circulation drill program at Coal Canyon.  The drilling attempted to expand upon results in MCC-004, a 2008 drill hole that intersected 10 feet of 0.011 opt gold 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 opt gold from 970 to 1,200 feet.  All four drill holes 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.

Queensgate subsequently terminated the exploration funding agreements on all three projects and Miranda in turn terminated the leases on BPV and CONO but Miranda is maintaining the lease on Coal Canyon and will seek another funding partner.

Fuse (East and West), Eureka County, Nevada

During the year ended August 31, 2004 the Company staked the Fuse East and Fuse West claim group.  On September 28 and November 15, 2005 (amended April 25, 2006), the Company entered into exploration agreements with an option to form a joint venture with the Cortez Joint Venture and the Buckhorn Joint Venture both managed by Barrick.   Barrick elected to terminate the agreements effective on January 5,2009 and paid the Company $238,837 (US$200,000) in lieu of completing the required work expenditures.  The Company will maintain a core group of claims for this project.

The Fuse claims were staked in alluvial cover over gravity highs.  Interpretation of the gravity data suggests that bedrock is relatively shallow.  Several prominent structural features are also expressed in the gravity data.Miranda believes thatmercury soil gas anomalies coinciding with a NNW-WNW-trending fault fabric indicated by gravity surveys are good vectors to covered gold systems in the Cortez Trend.

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.

The Fuse property represents an exploration play with the potential of discovering a Carlin-type 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 mine complexes.

The Company reduced its land position on September 1, 2009 retaining only the core Fuse claims.

HOG Property, Eureka County, Nevada

During the spring of 2010, the Company staked thirty-nine contiguous claims approximately 1,970 feet northeast of its Red Canyon Project, Eureka County, Nevada.  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, and Mirandas exploration funding partner at Red Canyon. The remaining twenty-one claims are held by Miranda and comprise the HOG property.



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.



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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



In February 2005, Miranda staked the "AB OVO" claims in the Iron Point District. During September and October 2005 Miranda staked the JTK claims and IP claims to expand the Iron Point project area.



On June 3, 2005 Miranda entered into a 20 year mining lease and option to purchase the 28 MIP claims with Robert McCusker and Martha Gnam with a sliding production royalty between 2.5% to 3.5% depending on the price of gold, for advance minimum royalty payments, payable in stages over 20 years, totaling US$462,000.  The claims can be purchased during the first ten years of the lease outright for cash consideration for between US$1,000,000 to US$2,000,000 depending on the price of gold.



On November 22, 2006 Miranda signed a binding exploration and option to enter into a joint venture agreement with White Bear whereby White Bear may earn a joint venture interest in the Iron Point property.  In March 2010, White Bear served notice to terminate the joint venture agreement on Iron Point.  Concurrently on April 20, 2010 the Company terminated the lease on the MIP 1-28 group of Iron Point claims, filed quitclaims on the JTK claims, but will be retaining the AB OVO and IP staked claims.

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. The holes were located proximal to north-south striking faults and Ordovician age rocks. Gold deposits surrounding the Iron Point region show a close spatial association with these geologic patterns. Significant gold mineralization (>0.010 oz Au/t; >0.343 g Au/t) was not intersected in this phase of drilling however Miranda geologists have identified a variety of geochemical and structural targets not yet tested by historic drilling.



Iron Point occurs at the general intersection of the northeast-striking Getchell Trend, the larger northwest-striking Battle Mountain-Eureka Trend, and a third sub-trend that Miranda Gold infers to exist between Lone Tree and the Iron Point district.  Further, the Iron Point district is within the northeast-striking "Humboldt Lineament" which may exert basement or crustal-scale controls to mineralization where it crosses the Independence, Carlin, and Battle Mountain-Eureka Trends.  The regional geology of the Iron Point district is dominated by folded and faulted lower Paleozoic (Cambrian) sedimentary rocks which are structurally overlain by upper Paleozoic (Pennsylvanian-Permian) rocks.  The Iron Point and Golconda thrusts are structural features that complicate the geology of the district. During or shortly after the year ended August 31, 2010 the Company either allowed the claims to lapse or terminated the underlying mineral leases for each of the:



1.

BPV and CONO, Eureka County, Nevada

2.

Neon, Churchill County, Nevada

3.

MIP Lease at Iron Point, Humboldt County, Nevada

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

The data disclosed in this Annual Report have been reviewed and verified by Ken Cunningham a Qualified Person as defined by National Instrument 43-101.



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ITEM 4E

UNRESOLVED STAFF COMMENTS

Not applicable.





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Explanatory Note



In response to a comment from the staff of the Securities and Exchange Commission the Company has included the management report on internal control over financial reporting.



Item 15 with the amendments follows:



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, 2010, 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 ineffective 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, 2010. 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, 2010, the Company's internal control over financial reporting is ineffective based on those criteria and one material weakness was identified as outlined below.



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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.

The Companys accounting personnel have limited expertise in interpreting and applying the rules of the Exchange Act and after the filing of the Form 20-F Annual Report for the fiscal year ended August 31, 2010, it was determined that the Company had failed to adequately disclose its Managements Report on Internal Control over Financial Reporting and filed inadequate certifications of its principal executive officers.  The Company will take greater steps to have future filings reviewed by experts prior to filing to ensure the filings conform to the current rules and regulations of the Exchange.

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.

Changes in Internal Controls over Financial Reporting

Other than the issue and remediation discussed above, there were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal year ended August 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Other than the corrective action discussed there no other significant deficiencies or material weaknesses in our internal control requiring corrective actions.





ITEM 15T

CONTROLS AND PROCEDURES

Not applicable

Explanatory Note



In response to a comment from the staff of the Securities and Exchange Commission the Company has amended the disclosure in Item 16F.



Item 16 with the amendments follows:



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.





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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 year ended August 31, 2010, Davidson & Company LLP, Chartered Accountants, served as Mirandas auditor.  Prior to the appointment of Davidson & Company as auditor, Morgan & Company acted as auditor and they had served as auditor of Miranda since November 23, 1993.

The chart below sets forth the total amount accrued by Miranda to Davidson & Company for services performed in the fiscal year 2010; and the amount billed by Morgan & Company for services performed in the fiscal year 2009; and breaks down these amounts by category of service in Cdn$.

"Audit Fees" are the aggregate fees billed by Davidson or Morgan 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 or Morgan 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.

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

The fees for auditor services billed by Davidson (2010) or Morgan (2009) 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, 2010 | Fiscal Year ended
August 31, 2009
|Audit Fees                             | $45,000                           | $34,500                          
|Audit-Related Fees                     | $Nil                              | $1,750                           
|Tax Fees                               | $6,000                            | $13,050                          
|All Other Fees                         | Nil                               | Nil                              
|TOTAL                                  | $51,000                           | $49,300                          





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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 2010, 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

Effective June 30, 2010, we engaged Davidson as our independent registered public accounting firm, and effective the same date, Morgan resigned as our independent registered public accounting firm at the request of the Company. Our board of directors, on recommendation of the audit committee, approved both the engagement of Davidson and the resignation of Morgan.



During years ended August 31, 2009 and 2008, and up to the date of Morgans resignation on June 30, 2010, there were no (i) disagreements (as defined in Item 16F (a)(1)(iv) of Form 20F and the related instructions to Item 16F) with Morgan on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (ii) reportable events (as defined in Item 16F (a)(1)(v) of Form 20F).



The audit reports of Morgan on the consolidated financial statements of the Company as of and for the years ended August 31, 2009 and 2008 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.



During the years ended August 31, 2009 and 2008, and up to the date of Davidsons appointment on June 30, 2010, neither we nor anyone on our behalf consulted with Davidson concerning (a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our consolidated financial statements, and Davidson concluded that neither any written report nor any oral advice was provided to us that was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement with the former auditors or a reportable event.



We have provided Morgan with a copy of the disclosure in this Item 16F and requested Morgan to furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements we have made in this Item 16F, and if not, stating the respects in which it does not agree. A letter from Morgan is attached as Exhibit 15.1 to this annual report on Form 20-F.



ITEM 16G

CORPORATE GOVERNANCE

Not applicable



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Explanatory Note



In response to a comment from the staff of the Securities and Exchange Commission the Company has amended the Exhibit Index as the letter from Morgan being exhibit 15.1 was omitted in the original filing of the Form 20F.



Item 19 Exhibits as amended follows:





ITEM 19

EXHIBITS

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

|               |                                                                                                                                      
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number | Description                                                                                                                          
|1.1            | 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)  
|15.1           | Letter from Morgan & Company                                                                                                         





(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 20F.



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ITEM 19

EXHIBITS

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

|               |                                                                                                                                      
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number | Description                                                                                                                          
|1.1            | 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)  
|15.1           | Letter from Morgan & Company                                                                                                         





(5)

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

(6)

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

(7)

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

(8)

Filed as an exhibit to this annual report on Form 20F.

SIGNATURE PAGE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, Miranda Gold Corp. certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Amendment No. 1 to the Annual Report be signed on its behalf by the undersigned, thereunto duly authorized.

Dated April
20, 2011

On Behalf ofMIRANDA GOLD CORP.

By: Ken Cunningham

Kenneth Cunningham, President, Chief Executive Officer and

Director



By: Doris Meyer

Doris Meyer, Chief Financial Officer and

Corporate Secretary



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EXHIBIT INDEX

|               |                                                                                     
|-------------- | ------------------------------------------------------------------------------------
|Exhibit Number | Description                                                                         
|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)
|15.1           | Letter from Morgan & Company                                                        



(1)

Filed as an exhibit to this annual report on Form 20F/A.





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