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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 20-F

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

x  ANNUAL REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934
  FOR THE FISCAL YEAR ENDEDAUGUST 31, 2003OR

** ̈******TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________________ to ___________________

Commission File Number**0-27760**

MIRANDA GOLD CORP.
  (Exact name of Registrant as specified in its charter)

**BRITISH COLUMBIA, CANADA**
  (Jurisdiction of Incorporation or organization)

**Suite 306 - 1140 Homer Street, Vancouver, British
  Columbia, Canada, V6B 2X6**
  (Address of Principal Executive Offices)

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

|Title of each class | Name of each exchange on which registered:
|------------------- | ------------------------------------------
|                    | TSX Venture Exchange: MAD                 
|                    | Frankfurt Stock Exchange: MRG             
|                    | Berlin Stock Exchange: MRG                

Securities registered or to be registered pursuant to Section
  12(g) of the Act None

Common Stock, without par value 
  (Title of Class)

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

None 
  (Title of Class)

1

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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. 10,300,760 common shares

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 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.

x Yes ** ̈******No

No Indicate by check mark which financial statement item the
  registrant has elected to follow.

xItem
  17 ** ̈******Item
  18

(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

2

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Table of Contents

|ITEM 1  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS   | 1  | 
|------- | ------------------------------------------------------- | -- | 
|        |                                                         |    | 
|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE                 | 1  | 
|        |                                                         |    | 
|ITEM 3. | KEY INFORMATION                                         | 1  | 
|A.      | SELECTED FINANCIAL DATA                                 | 1  | 
|B.      | CAPITALIZATION AND INDEBTEDNESS                         | 2  | 
|C.      | REASONS FOR THE OFFER AND USE OF PROCEEDS               | 3  | 
|D.      | RISK FACTORS                                            | 3  | 
|        |                                                         |    | 
|ITEM 4  | INFORMATION ON THE COMPANY                              | 4  | 
|A.      | HISTORY AND DEVELOPMENT OF THE COMPANY                  | 4  | 
|B.      | BUSINESS OVERVIEW                                       | 6  | 
|C.      | ORGANIZATIONAL STRUCTURE                                | 6  | 
|D.      | PROPERTY                                                | 7  | 
|        |                                                         |    | 
|ITEM 5  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS            | 13 | 
|A.      | OPERATING RESULTS                                       | 13 | 
|B.      | LIQUIDITY AND CAPITAL RESOURCES                         | 13 | 
|C.      | RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES          | 14 | 
|D.      | TREND INFORMATION                                       | 14 | 
|        |                                                         |    | 
|ITEM 6  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES              | 15 | 
|A.      | DIRECTORS AND SENIOR MANAGEMENT                         | 15 | 
|B.      | COMPENSATION                                            | 17 | 
|C.      | BOARD PRACTICES                                         | 17 | 
|D.      | EMPLOYEES                                               | 17 | 
|E.      | SHARE OWNERSHIP                                         | 18 | 
|        |                                                         |    | 
|ITEM 7  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS       | 20 | 
|A.      | MAJOR SHAREHOLDERS                                      | 20 | 
|B.      | RELATED PARTY TRANSACTIONS                              | 21 | 
|C.      | INTERESTS OF EXPERTS AND COUNSEL                        | 22 | 
|        |                                                         |    | 
|ITEM 8  | FINANCIAL INFORMATION                                   | 22 | 
|A.      | CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION | 22 | 
|B.      | SIGNIFICANT CHANGES                                     | 22 | 
|        |                                                         |    | 
|ITEM9   | THE OFFER AND LISTING                                   | 23 | 
|A.      | OFFER AND LISTING DETAILS                               | 23 | 
|B.      | PLAN OF DISTRIBUTION                                    | 24 | 
|C.      | MARKETS                                                 | 24 | 
|D.      | DILUTION                                                | 24 | 
|E.      | EXPENSES OF THE ISSUE                                   | 24 | 
|        |                                                         |    | 
|ITEM 10 | ADDITIONAL INFORMATION                                  | 24 | 
|A.      | SHARE CAPITAL                                           | 24 | 
|B.      | MEMORANDUM AND ARTICLES OF ASSOCIATION                  | 25 | 
|C.      | MATERIAL CONTRACTS                                      | 26 | 
|D.      | EXCHANGE CONTROLS                                       | 28 | 
|E.      | TAXATION                                                | 29 | 

1

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|F.       | DIVIDENDS AND PAYING AGENTS                                      | 35 | 
|-------- | ---------------------------------------------------------------- | -- | 
|G.       | STATEMENT BY EXPERTS                                             | 35 | 
|H.       | DOCUMENTS ON DISPLAY                                             | 35 | 
|I.       | SUBSIDIARY INFORMATION                                           | 35 | 
|         |                                                                  |    | 
|ITEM 11  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK | 35 | 
|         |                                                                  |    | 
|ITEM 12  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES           | 35 | 
|         |                                                                  |    | 
|ITEM 13  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                  | 35 | 
|         |                                                                  |    | 
|ITEM 14  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
      HOLDERS   | 36 | 
|         |                                                                  |    | 
|ITEM 15  | CONTROLS AND PROCEDURES                                          | 36 | 
|         |                                                                  |    | 
|ITEM 16  | [RESERVED]                                                       | 36 | 
|         |                                                                  |    | 
|ITEM 17  | FINANCIAL STATEMENTS                                             | 37 | 
|         |                                                                  |    | 
|ITEM 18* | FINANCIAL STATEMENTS                                             | 37 | 
|         |                                                                  |    | 
|ITEM 19  | EXHIBITS                                                         | 37 | 

Responses to Items 1,2,3B,3C,9B,9D,9E,9F,10A,10F,10G
  and 12 are only required in Securities Act filings in connection with offerings.
  Item 16 is reserved

* The Company has responded to Item 17 in lieu
  of responding to this Item.

2

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ITEM 1.            
  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

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

ITEM 2.            
  OFFER STATISTICS AND EXPECTED TIMETABLE

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

ITEM 3.            
  KEY INFORMATION

A.            
  Selected Financial Data

The selected consolidated financial information set out below
  has been obtained from financial statements that reflect the Companys
  operations in the mineral property exploration business.

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

For the Year Ended August 31

|                                                                                 | 2003      | 2002    | 2001    | 2000    | 1999          
|-------------------------------------------------------------------------------- | --------- | ------- | ------- | ------- | --------------
|                                                                                 | $         | $       | $       | $       | $             
|Revenues (interest income)                                                       | 2,066     | 894     | 2,611   | 9,014   | 19,786        
|General and Administrative Expenses                                              | 479,953   | 279,694 | 170,660 | 142,441 | 201,844       
|Write off of Abandoned Mineral Properties and Related
      Exploration Expenses | 34,839    | Nil     | 528,803 | 39,490  | 186,720       
|Loss For The Year                                                                | 512,726   | 278,800 | 696,852 | 172,917 | 368,778       
|Income (Loss) per share                                                          | (0.07)    | (0.12)  | (0.42)  | (0.10)  | Not calculated
|Current Assets                                                                   | 324,208   | 289,705 | 32,493  | 133,280 | 301,122       
|Total Assets                                                                     | 1,026,837 | 643,430 | 248,783 | 846,124 | 1,021,258     
|Current Liabilities                                                              | 24,304    | 9,643   | 15,796  | 285     | 2,500         
|Long Term Debt                                                                   | Nil       | Nil     | 70,000  | Nil     | Nil           
|Shareholders Equity                                                              | 1,002,533 | 633,787 | 162,987 | 845,839 | 1,018,758     

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The following table sets out the rate of exchange for the
  Canadian dollar at August 31, 2003, August 31, 2002, August 31, 2001, August
  31, 2000, August 31, 1999, the average rates for the period, and the range of
  high and low rates for the period.

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

|                                   | Average | High  | Low   | Close
|---------------------------------- | ------- | ----- | ----- | -----
|For the Year Ended August 31, 2003 | $1.46   | $1.60 | $1.33 | $1.39
|For the Year Ended August 31, 2002 | $1.56   | $1.61 | $1.50 | $1.56
|For the Year Ended August 31, 2001 | $1.53   | $1.58 | $1.47 | $1.54
|For the Year Ended August 31, 2000 | $1.48   | $1.51 | $1.44 | $1.48
|For the Year Ended August 31, 1999 | $.51    | $1.56 | $1.45 | $1.49

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

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

|     | June, 2003 | July, 2003 | August, 2003 | September, 2003 | October, 2003 | November, 2003
|---- | ---------- | ---------- | ------------ | --------------- | ------------- | --------------
|High | $1.38      | $1.41      | $1.41        | $1.39           | $1.33         | $1.33         
|Low  | $1.33      | $1.34      | $1.38        | $1.35           | $1.32         | $1.29         

The value of the U.S. Dollar in relation to the Canadian Dollar
  was $1.2976 as of November 30, 2003.

B.            
  Capitalization and Indebtedness

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

2

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C.            
  Reasons for the Offer and Use of Proceeds

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

D.            
  Risk Factors

Early Stage Exploration Company

The exploration for and development of mineral deposits involves
  significant financial risks over a significant period of time that even a combination
  of careful evaluations, experience and knowledge may not eliminate. While exploration
  for minerals may result in substantial rewards, few properties that are explored
  are ultimately developed into producing mines. Major expenses are required to
  establish reserves by drilling and to construct mining and processing facilities
  at a site. It is impossible to know whether the current exploration programs
  of the Company will ultimately result in a profitable commercial mining operation.

Financial Risk

Prior to completion of the Companys exploration programs,
  the Company anticipates that it will incur increased operating expenses without
  realizing any revenues. The Company expects to incur significant losses into
  the foreseeable future. If the Company is unable to generate significant revenues
  from exploration of its mineral claims and the production of minerals thereon,
  if any, the Company will not be able to earn profits or continue operations.
  There is no history upon which to base any assumption as to the likelihood that
  the Company will prove successful, and the Company can provide investors with
  no assurance that it will generate any operating revenues or ever achieve profitable
  operations.

Competition

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

Compliance With Government Regulations

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

Risks Associated With Mining

3

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

ITEM 4.            
  INFORMATION ON THE COMPANY

A.            
  History and Development of the Company

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

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

The Company's head office is located at Suite 306  1140
  Homer Street, Vancouver, British Columbia, V6B 2X6. The contact person is Dennis
  Higgs, President, Chief Executive Officer, Chief Financial Officer and Director.
  The telephone number is (604) 689-1659 and the facsimile number is (604) 689-1722.

By agreements dated January 30, 2002 and amended agreements
  dated April 14, 2002, May 29, 2002 and June 28, 2002, the Company acquired six
  diamond exploration properties comprising a total of 354 mineral claims, covering
  approximately 45,472 acres (18,402 hectares), located in the Otish Mountains
  region of Quebec.

In September, 2002 the Company entered into three agreements
  dated September 10, 2002, to acquire the Lac Herve, Lac Square Rock and Lac
  Taffanel properties in the diamond play within the Superior Craton of Quebec.
  Miranda can acquire a 100% interest in the three properties, subject to a 2%
  net smelter return/gross overriding royalty, by paying for the cost of staking
  the claims.

Subsequent to the year end, the Company sold most of its diamond
  exploration properties in the Otish Mountains and Superior Craton areas of Quebec.
  The Company realized proceeds of $57,300 and the retention of a 1% net smelter
  return and gross overriding royalty. The Company also signed an agreement to
  joint venture its Lac Leran property in the Otish Mountains area to allow the
  partner to earn up to a 45% interest in this property by making payments in
  cash and shares to Miranda and drilling a minimum of five diamond drill holes
  by February 5, 2005.

In October, 2002, the Company entered into an option agreement
  to acquire a 100% interest in three gold projects in Nevada known as the Hercules
  Property, the Imperial Mine Property and the Gilman Property, subject to a 3%
  net smelter return royalty (NSR). Upon completion of a bankable
  feasibility study, the Company can buy 2/3 of the NSR royalty on each property
  (i.e. 2% NSR, leaving 1% NSR on each property) for US $2 million. However, subsequent
  to the year end the Company dropped the Gilman project as this project no longer
  fit the Companys exploration strategy.

4

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The total acquisition price for the two properties is payable
  over five years and comprises 450,000 warrants and US $180,000. The warrants
  allow the Optionor the right to purchase common shares of Miranda Gold Corp.
  at prices ranging from Cdn. $0.25 to $0.40 and are exercisable for a period
  of two years from their date of issue. The cash consideration is prorated to
  allow for the termination of any of the individual properties. The Company also
  has a work commitment of US $650,000 over the five years, with a commitment
  of US $75,000 over each of the first two years.

During January, 2003, the Company held its Annual and Special
  meeting of shareholders. Shareholder approval was given to change the name of
  the Company to Miranda Gold Corp. There was no consolidation of capital.

Under an agreement dated January, 2003 and an amended agreed
  dated April 9, 2003, the Company entered into an option agreement to acquire
  a 100% interest in four gold projects in Nevada know as the Blackrock property,
  the Cold Springs property, the Troy property and the Redlich property..

In April, 2003 the Company signed an option to acquire a 100%
  interest, subject to a 2.5% net smelter return in the Kobeh Valley gold project
  in Eureka County, Nevada. However, subsequent to the year end the Company dropped
  the Kobeh project as this project no longer fits the Companys exploration
  strategy.

In June 2003, the Company listed its shares on the Frankfurt
  and Berlin Stock Exchanges thereby allowing European investors easier access
  to trade the Companys shares.

In July, 2003, the Company terminated its interest in the
  Las Catalinas concessions in Sonora State, Mexico. Las Catalinas was drilled
  by Mirandas joint venture partner, however the results did not warrant
  the continued development of the Las Catalinas project.

In September, 2003, drill permits were approved for the Companys
  Imperial Mine property, Esmeralda County, Nevada.

In November, 2003, Kenneth D. Cunnningham, M.S. Geo, B.S.
  Geo. agreed to join the Board of Directors of Miranda Gold Corp. as Vice President
  of Exploration and also to assume the position of President of Miranda U.S.A.,
  Inc. , the Companys wholly-owned U.S. subsidiary.

Also in November, 2003, the Company leased the Red Canyon
  property in Eureka County, Nevada. The Red Canyon Property is comprised of 237
  unpatented lode mining claims covering approximately 19.5 square kilometers.
  Miranda signed a letter of intent for a twenty-year lease on the Red Canyon
  project. Miranda will pay $26,200 upon signing of the formal agreement and issue
  75,000 warrants at $0.37. The warrants allow the property vendors the right
  to purchase common shares of Miranda Gold Corp. at $0.37 for a period of two
  years from their date of issue. Miranda will pay annual advance royalty payments
  totaling $600,000 through years one through ten.

The Red Canyon property is subject to a net smelter return
  royalty (NSR) of 3% if the gold price is below $300 per ounce; 4%
  if the price of gold is between $300 - $400 per ounce; and 5% if the price of
  gold is over $400 per ounce. Miranda has the option to buy 2 percentage points
  of the NSR for $1 million per percentage point.

In December, 2003 Miranda Gold Corp. signed an option to acquire
  a 100% interest in a gold exploration project located in Mineral County, Nevada.
  The project has the potential for the discovery of high-grade underground quartz-
  adularia-style veins as well as bulk tonnage stockwork deposits.

5

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The total acquisition price for the project is payable over
  five years after the issuance of a drilling permit and comprises 225,000 warrants
  and $177,500 (U.S.). A total of 7,500 (U.S.) is payable within 15 days of signing,
  with no payments due to the Optionor until the earlier of drill permits being
  issued or two years, whichever occurs first. The warrants allow the Optionor
  the right to purchase common shares of Miranda Gold Corp. at prices ranging
  from $0.25 to $0.50 (Cdn) and are exercisable for a period of two years from
  their date of issue.

The project is subject to a 3% net smelter return royalty
  (NSR), however the Company can buy 2/3 of the NSR royalty (i.e.
  Miranda can buy 2% NSR, leaving a 1% NSR on the property) for $1,000,000 US
  for each 1% of the NSR purchased.

Also in December, 2003, the Company announced that Joe Hebert,
  B.S. Geo. had agreed to join Miranda U.S.A., Inc., the Companys wholly-owned
  U.S. subsidiary, as Vice President of Exploration.

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

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

B.            
  Business Overview

The Company is a natural resource company engaged in the acquisition,
  exploration and development of mineral properties. The Company has had varying
  interests in a number of mineral properties located in the United States and
  Canada since 1993. The Companys primary focus now is on gold exploration
  in Nevada. The Company plans to explore and develop its mineral properties or
  joint venture them to other companies for their further development.

Miranda Gold Corp. has several gold exploration projects in
  various stages of exploration and development in Nevada. These projects include
  the Hercules and Blackrock Gold projects located in Lyon County, the Redlich
  and Imperial Mine projects located in Esmeralda County, the Cold Springs project
  in Churchill County, the Troy Canyon project located in Nye County, and the
  Red Canyon project located in Eureka County.

The Company also has an agreement to acquire a 100% right,
  title, and interest in the Secret Basin Project, Nye County, Nevada.

C.            
  Organizational Structure

The Company has two subsidiaries, Minas Miranda S.A. de C.V.
  and Miranda U.S.A., Inc.

The Companys wholly-owned U.S. subsidiary, Miranda U.S.A.,
  Inc. was incorporated on September 27, 1993, under the laws of the State of
  Wyoming. On July 19, 1996 Miranda U.S.A., Inc. filed with the Secretary of State
  for the State of Nevada a Statement to Transact Business in Nevada.

The Companys wholly-owned Mexican subsidiary, Minas
  Miranda S.A. de C.V. was incorporated on June 19, 1995, in the Locality of Pachuca,
  State of Hidalgo under the laws of Mexico.

6

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D.            
  Property

Nevada

Miranda Gold Corp. has several gold exploration projects in
  various stages of exploration and development in Nevada. These projects include
  the Hercules and Blackrock Gold projects located in Lyon County, the Redlich
  and Imperial Mine projects located in Esmeralda County, the Cold Springs project
  in Churchill County, the Troy Canyon project located in Nye County, and the
  Red Canyon project located in Eureka County.

Hercules and Imperial Mine Projects

By an agreement dated September 27, 2002, and subsequent amendments
  the Company has an option to acquire a 100% right, title and interest in two
  gold projects in Nevada: the Hercules property and the Imperial Mine Property,
  subject to a 3% net smelter return royalty (NSR), of which 2% can
  be purchased, leaving a 1% NSR on each property.

The total acquisition price for the two properties is payable
  over five years and comprises 450,000 warrants and US $180,000. The warrants
  allow the Optionor the right to purchase common shares of the Company at prices
  ranging from Cdn. $0.25 to $0.40 and are exercisable for a period of two years
  from their date of issue. The cash consideration is prorated to allow for the
  termination of any of the individual properties.

The Company also has a work commitment of US $650,000 over
  the five years, with a commitment of US $75,000 over each of the first two years.

The following descriptions of the Companys Hercules,
  and Imperial properties in Nevada are from the 43-101 Summary Reports by Geoffrey
  Goodall, P.Geo., of Global Geological Consultants Ltd.

Hercules Project

The Hercules property is located in southern Lyon County,
  Nevada approximately 40 kilometres south of Reno. The property is comprised
  of 40 mineral claims at the northern end of the Pine Nut Mountains in west-central
  Nevada.

Although there are no official records of production from
  early turn of the century mining efforts, the Hercules Mine, located on the
  property, is estimated to have produced 5,000 ounces of gold and 20,000 ounces
  of silver from quartz veins. Recent exploration on the property from 1985 to
  1997 includes 166 reverse circulation holes and 10 core holes totalling 33,925
  feet targeted towards shallow, bulk tonnage gold mineralization. Systematic
  exploration for deep, high-grade vein systems similar to the Comstock Lode has
  not been undertaken on the Hercules property.

The Hercules prospect represents a relatively unexplored epithermal
  gold-silver mineralized system with direct analogies to the historic Comstock
  Lode deposit located 15 kilometres north. Past drilling has indicated that significant
  gold mineralization is associated with intense quartz-adularia alteration of
  the host volcanic rock and quartz veins. The potential for discovery of a thicker
  sequence of mineralized veins deeper within the epithermal envelope is considered
  very good. It is recommended to drill test the mineralized structures at depth
  in an effort to identify a deep-seated mineralized deposit.

Exploration

7

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During 2003 Miranda completed a detailed mapping and sampling
  program on the Hercules project in anticipation of filing for drill permits.

A review of the geological and geochemical data previously
  collected from the property indicates that there are at least ten zones of quartz
  veins emplaced within en echelon fault systems. Alteration and geochemistry
  is consistent with a high level, low sulphidation, volcanic hosted gold mineralized
  epithermal system. Several of the fault systems have been traced along strike
  for up to 1,000 metres and vary in width from three to 50 metres. The overall
  size and intensity of the alteration and mineralization is indicative of a large
  epithermal system that developed over a period of time.

It is concluded that the Hercules property hosts several zones
  of gold mineralization that are relatively under explored. Previous operators
  have assessed the near surface potential of the property with reasonable success.
  The potential to outline a near surface zone of gold mineralization is considered
  excellent. Potential also exists for the identification of structurally hosted
  gold mineralization at depth along the fault systems.

Subsequent to the year end drill permits have been approved
  for the Hercules property.

Imperial Mine Property

The Imperial property is located in Esmeralda County, Nevada,
  approximately 60 kilometres southwest of the historic mining town of Tonopah.

A limited amount of gold was produced from the Imperial mine
  in the 1920s. Between 1955 and 2001 claims over the Imperial Mine were held
  by one individual with little known exploration being conducted. This property
  was recently consolidated with the Lida claims to form the current Imperial
  property optioned by Miranda. Previous exploration has identified significant
  gold mineralization associated with narrow jasperoid bodies intermittently exposed
  on surface and underground over a 2.8 kilometer strike length. Limited drilling
  totaling 48 shallow holes was conducted over a relatively small area of the
  Lida claims. Results of this drilling outlined a 200 square metre area of gold
  mineralization amenable to cyanide leach.

Minimal exploration has been undertaken on the Imperial property
  for Carlin type mineralization and there has been no systematic exploration
  for gold mineralization at depth. A sedimentary horizon with anomalous concentrations
  of gold and pathfinder elements remains under explored providing an opportunity
  for further exploration.

Exploration

The Imperial property has a history of exploration dating
  to the 1920s. Between 2,000 and 3,000 ounces of gold were recovered from the
  Imperial Mine in the 1930s. Recent exploration for bulk tonnage mineralization
  began in the early 1980s and included trenching, sampling and approximately
  8,700 feet of shallow drilling in 48 holes. Metallurgical test work conducted
  on two drill hole composite samples indicates that mineralized rock is amenable
  to cyanide leaching with gold recoveries of between 63.3 and 89.3 per cent.

During 2003 a compiliation and review of all available data
  was undertaken, and much of the data was digitized. Drill hole locations were
  spotted and a drill permit was filed with the appropriate agencies.

Subsequent to the year end, drill permits have been approved
  for the Imperial Mine Property.

Blackrock, Cold Springs, Troy and Redlich Properties

8

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By an agreement dated January 23, 2003 and subsequent amendments,
  the Company has an option to acquire a 100% right, title and interest in four
  gold projects in Nevada: the Blackrock project in Lyon County, the Cold Springs
  project in Churchill County, the Troy property in Nye County and the Redlich
  Property in Esmeralda County, subject to a 3% net smelter return royalty. Upon
  completion of a bankable feasibility study, the Company can buy 2/3 of the NSR
  royalty on each property (i.e. 2% NSR, leaving 1% NSR on each property) for
  two million dollars U.S.

The total acquisition price for the four properties is payable
  over five years and comprises 450,000 warrants and $220,000 (U.S.). The warrants
  allow the Optionor the right to purchase common shares of Miranda Gold Corp.
  at prices ranging from $0.40 to $0.55 (Cdn) and are exercisable for a period
  of two years from their date of issue. The consideration and work commitments
  are prorated to allow for the termination of any of the individual properties.

The Company also has a combined total work commitment on all
  four properties of $650,000 (U.S.) over the five years, with a total commitment
  of $75,000 (U.S.) over each of the first two years.

Blackrock Project

The Blackrock property is located in southern Lyon County,
  Nevada approximately 45 kilometres southeast of Reno. The property is comprised
  of 12 mineral claims at the northern end of the Pine Nut Mountains in west-central
  Nevada.

The vein-hosted epithermal gold-silver mineralization on the
  Blackrock property occurs within Mio-Pliocene aged porphyritic andesite flows,
  and pyroclastic andesitic volcanic rocks, associated with a 1370 metre long,
  north easterly trending fault zone. To the north of the property the host rocks
  overly a volcanic lahar. Minor basaltic dykes were noted to occur locally on
  the property. An envelope of propylitic, argillic and silicic alteration has
  developed proximal to the Blackrock vein.

It is probable that at least some mineral production was achieved
  from the Blackrock property around the turn of the century, although there are
  no official production records. Since 1979 geological mapping, extensive surface
  rock sampling, soil geochemical surveys, limited geophysical surveys, some bulldozer
  trenching, and four reverse circulation drill holes have been completed on the
  property. Anomalous (0.1 g/t Au) to high grade (24.88 g/t Au) gold values have
  been returned from the entire length of the Blackrock vein.

An examination of the available data from previous property
  examinations and work programs indicate that the mineralization found on the
  Blackrock prospect is best typified as a low sulphidation quartz-adularia epithermal
  system. It is quite possible that the surficial exposures seen on the property
  represent the upper levels of an epithermal system that may be preserved in
  its entirety. Systematic exploration for deep, highgrade vein systems similar
  to the Comstock Lode has not been undertaken on the Blackrock property.

The Blackrock prospect represents a large relatively unexplored
  epithermal gold-silver mineralized system with direct analogies to the historic
  Comstock Lode deposits located 20 kilometres to the northwest. Previous surface
  and underground sampling and geological mapping has confirmed the presence of
  a well mineralized epithermal system. The potential for discovery of bonanza
  grade mineralization deeper within this system is considered very high.

Exploration

9

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Miranda constructed an exploration database after having gathered,
  compiled, and reviewed historic data. With the exploration data in hand, Miranda
  performed some field work (preliminary mapping) to design the most pertinent
  exploration work to complete.

Cold Springs Project

The Cold Springs Property is in the transition zone between
  silver dominant mineralization of the Wonder District to the west and gold-dominant
  mineralization in the Iowa Canyon, Cove-McCoy, and Barrett Canyon areas to the
  east. Quartz stockworks, breccias, and veins grading up to .75 oz Au/t at surface
  may represent a vein-type leakage anomaly of a large mineralized system at depth.
  Potential pediment-covered gold mineralization associated with a nearby range-front
  fault or with a possible feeder zone at depth also present attractive exploration
  targets. An extensive hydrothermal system is present on the Cold Springs property
  that is noted in outcrop over a distance of 5,000 feet.

Exploration

Miranda gathered, compiled, and reviewed historic exploration
  data. Armed with that information, a field check was made in order to complete
  a project report assessing the Cold Springs exploration potential.

Troy

The Troy property is located in the Troy District in the Grant
  Range of northeastern Nye County, Nevada. Limited historical gold production
  of approximately 2000 tons at .35 oz Au/t has taken place. The quartz body identified
  on this property is 1,200 feet long, open ended at depth at over 600 feet, and
  has a width ranging from 20 to 70 feet. This presents a large target for drilling.
  Limited exploration work has taken place in the past and ore grade samples have
  been recovered (samples up to 1.67 oz Au/t). This property has the potential
  for a high-grade gold deposit and has never been drilled.

Exploration

The Company has not performed any exploration work on this
  project.

Redlich Property

The Redlich project is located in Esmeralda County along the
  northwest-southeast trending Walker Lane structural corridor. The Redlich prospect
  is an upper level, low-sulfidation, adularia-sericite, epithermal system with
  a similar geologic setting as that at the Midway project near Tonopah, Nevada.
  Boulders and cobbles of high-grade, well-banded quartz vein material have been
  discovered in surface exposures of Tertiary gravels. These fragments of mineralized
  epithermal veins on surface assay up to 4 ounces of gold per ton and 20 ounces
  of silver per ton. The banded quartz is found over an area of approximately
  100 acres (40 hectares).

Several companies have explored the Redlich project area including
  Inspiration Development, FMC Gold and the Cordilleran Nevada syndicate. Previous
  drilling has encountered mineralized intervals grading between 0.07 to .59 oz
  Au/t in quartz veins or quartz fracture zones. In addition, multiple zones of
  lower-grade disseminated mineralization were encountered in the drilling, four
  of which are hosted by quartzite breccia and intrusive diorite. This is highly
  suggestive of the occurrence of a large tonnage, intrusive-related, disseminated
  gold deposit.

The Redlich project area has the potential to discover both
  high-grade banded quartz veins or large-tonnage disseminated and intrusive-hosted
  mineralization.

10

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Exploration

To facilitate an assessment of the Redlich Prospects
  Potential, a compilation and review of all available data was undertaken. Much
  of the data has been digitized and includes locations, descriptions and assay
  results for approximately 300 rock chip samples taken in the Redlich vicinity
  by FMC Gold Co. and another 200 taken by Cordex Exploration Co.

Subsequent to the year end the Company staked an additional
  18 claims at the Redlich project, Esmeralda County, Nevada.

Red Canyon Project

Miranda has signed a letter of intent for a twenty-year lease
  on the Red Canyon project. Miranda will pay $26,200 upon signing of the formal
  agreement and issue 75,000 warrants at $0.37. The warrants allow the property
  vendors the right to purchase common shares of Miranda Gold Corp. at $0.37 for
  a period of two years from their date of issue. Miranda will pay annual advance
  royalty payments totaling $600,000 through years one through ten.

The Red Canyon property is subject to a net smelter return
  royalty (NSR) of 3% if the gold price is below $300 per ounce; 4%
  if the price of gold is between $300 - $400 per ounce; and 5% if the price of
  gold is over $400 per ounce. Miranda has the option to buy 2 percentage points
  of the NSR for $1 million per percentage point.

The Red Canyon Property is comprised of 237 unpatented lode
  mining claims covering approximately 19.5 square kilometers. The property lies
  in the prolific Cortez or Battle Mountain  Eureka gold belt, approximately
  20 miles south of Placer Domes newly announced Cortez Hills discovery.
  The property is situated directly on trend between Tonkin Springs and the Gold
  Bar deposits.

Exploration

Several companies have explored the Red Canyon Property including
  Meridian Minerals Company, Tenneco Minerals, Great Basin Mining and Exploration,
  Hemlo Gold Mines (U.S.) and Kennecott Exploration Company. Past sampling and
  drilling has identified three areas of gold mineralization. The strongest mineralization
  is in the Ice Zone. One of the best drill intercepts in this zone is 29 meters
  of 4.0 g gold/t (95 feet of 0.12 opt) from 6 to 35 meters (20-115 feet). The
  highest-grade drill sample over a 5-foot interval is 10.8 g gold/t (0.32 opt).

Mineralization is controlled by northwest and northeast trending
  high-angle faults. Alteration is extensive and widespread at Red Canyon. It
  consists of silicification, brecciation, decalcification and argillization.
  Lower plate carbonate rocks are exposed in the center and east flank of the
  property. Elsewhere on the property, Ordovician upper plate siliciclastic rocks,
  Tertiary volcanic rocks and Quaternary gravel overlie the carbonates. Oxidation
  was observed at the bottom of a 2500-foot Kennecott hole, confirming the strength
  of the hydrothermal system that effected this area. Anomalous mercury, antimony,
  arsenic and barium occur in altered rocks.

The Red Canyon Property represents an outstanding exploration
  play for a carbonate and/or structurally-hosted gold deposit in the Cortez Trend.
  The recent Cortez Hills discovery demonstrates that major gold deposits remain
  to be found in this belt. At Red Canyon, the majority of holes drilled in the
  past were less than 160 meters deep. Numerous lower plate carbonate host formations
  occur at depth and have not been tested by drilling. In addition, most holes
  were drilled vertically and did not adequately test the numerous structures
  present on the property.

11

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Mineral County Project

By an agreement dated November 19, 2003, the company has an
  option to acquire a 100% right, title and interest in a gold exploration project
  located in Mineral County, Nevada. The total acquisition price for the project
  is payable over five years after the issuance of a drilling permit and comprises
  225,000 warrants and $177,500 (U.S.). A total of 7,500 (U.S.) is payable within
  15 days of signing, with no payments due to the Optionor until the earlier of
  drill permits being issued or two years, whichever occurs first. The warrants
  allow the Optionor the right to purchase common shares of Miranda Gold Corp.
  at prices ranging from $0.25 to $0.50 (Cdn) and are exercisable for a period
  of two years from their date of issue.

The project is subject to a 3% net smelter return royalty
  (NSR), however the Company can buy 2/3 of the NSR royalty (i.e.
  Miranda can buy 2% NSR, leaving a 1% NSR on the property) for $1,000,000 US
  for each 1% of the NSR purchased.

Exploration

The Company has not performed any exploration work on this
  project.

Secret Basin Project

The Company has a 100% interest in ten claims comprising the
  Secret Basin Project located in Nye County, Nevada. These claims were originally
  acquired in 1997 and in order to acquire a 100% interest, the Company paid US
  $5,000, issued 2,000 shares and covered the cost of staking the property. To
  keep its interest in the project, the Company must issue an additional 12,000
  common shares upon the project reaching certain milestones, including positive
  pre-feasibility and feasibility. There is no royalty on the project.

The Companys Secret Basin project in Nevada is joint
  ventured with Braden Technologies Inc. (Braden), a public junior
  exploration company whose shares are quoted on the OTC Bulletin Board in the
  U.S. Under the joint venture agreement, Braden is required to expend exploration
  expenses on the Secret Basin project. Under an amended agreement dated October
  30, 2003, the Company must incur exploration expenditures of US $10,000 by December
  31, 2003 and incur exploration expenditures of US $250,000 by June 30, 2004.

Exploration

To date the Companys joint venture partner has not incurred
  exploration expenditures of $10,000 US as per the mineral property option agreement.

Quebec

Otish Mountains

By agreements dated January 30, 2002 and amended agreements
  dated April 14, 2002, May 29,2002 and June 28, 2002, the Company acquired the
  right to a 100% interest in six mineral properties known as: Lac Leran, Lac
  Leran #2, Lac Pigeon, Lac Pigeon #2, Lac Joubert, and Lac Orillat, comprising
  a total of 354 mineral claims covering 45,472 acres, located in the Otish Mountains
  region of Quebec.

By agreements dated September 10, 2002, the Company acquired
  the right to a 100% interest in three mineral properties known as: Lac Taffanel,
  Lac Square Rock and Lac Herve, covering 51,485 acres, located within the Superior
  Craton of Quebec.

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Subsequent to the year end, the Company sold most of its diamond
  exploration properties in the Otish Mountains and Superior Craton areas of Quebec.
  The Company realized proceeds of $57,300 and the retention of a 1% net smelter
  return and gross overriding royalty. The Company also signed an agreement to
  joint venture its Lac Leran property in the Otish Mountains area to allow the
  partner to earn up to a 45% interest in this property by making payments in
  cash and shares to Miranda and drilling a minimum of five diamond drill holes
  by February 5, 2005.

ITEM 5.            
  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.            
  Operating Results

Managements discussion and analysis is presented in
  relation to the financial statements of the Company, which statements are prepared
  in accordance with Canadian GAAP.

The Company does not have a producing mineral property and
  has no sources of revenue other than interest income. The activities of the
  Company can be seen as steadily increasing during the past two years as the
  resource sector has experienced tremendous growth. With gold prices increasing
  the Company has acquired several gold projects during this past year and has
  been able to close several financings for exploration activity.

For the year ended August 31, 2003 the Company incurred a
  loss of $512,726 compared to a loss of $278,800 for the period ending August
  31, 2002.

As at August 31, 2003, the Company had working capital of
  $299,904 compared to working capital of $280,062 as of August 31, 2002. The
  Company incurred exploration costs of $196,716 for the period ending August
  31, 2003 compared to $10,716 in Fiscal 2002. The Company acquired several mineral
  properties during this past Fiscal year.

Total administrative expenses including amortization, corporate
  financial services, investor relations, management fees, stock-based compensation,
  transfer agent fees, office rent, telephone, and supplies for the year ended
  August 31, 2003 was $479,953 compared to $279,694 for the year ended August
  31, 2002. Expenses in all categories increased due to the increased level of
  activity in the Company during this past fiscal year. Office rent, telephone,
  and supplies was $37,616 for the three month period ending August 31, 2003 compared
  to $33,568 for the three month period ending May 31, 2003.

Since incorporation, the Company has been engaged in the acquisition,
  exploration and development of mineral properties. The Companys various
  properties are currently at the exploration stage. As a result, the Company
  has no source of operating cash flow and is reliant upon capital markets to
  obtain the funds required by it for its operations. The successful development
  of a mine by the Company would require additional equity or debt financing.
  The Company has limited financial resources and there is no assurance that additional
  funding will be available for this purpose in the future. Failure to obtain
  additional financing could result in the delay or indefinite postponement of
  further exploration and any subsequent development of the Companys properties
  or the possible partial or total loss of the Companys interest in such
  properties.

B.            
  Liquidity and Capital Resources

The Companys primary source of funds since incorporation
  has been through the issue of its common stock and the exercise of common stock
  options and common stock share purchase warrants. The Company has no revenue

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from mining to date and does not anticipate mining revenues
  in the foreseeable future. The operations of the Company consists of the exploration
  and evaluation of mining properties and as such the Companys financial
  success will be dependent on the extent to which it can discover new mineral
  deposits.

During the year ended August 31, 2003, the Company closed
  a private placement of 135,000 units at $0.20 per unit for gross proceeds of
  $27,000. Each unit consists of one common share and one share purchase warrant
  entitling the holder to purchase an additional common share at $0.24 per share
  to November 8, 2004.

During the year ended August 31, 2003 the Company completed
  a private placement of 300,000 units at $0.20 per unit for gross proceeds of
  $60,000. Each unit consists of one common share and one share purchase warrant
  entitling the holder to purchase an additional common share at $0.26 per share
  to January 20, 2005.

During the year ended August 31, 2003 the Company completed
  a private placement of 750,000 units at $0.21 per unit for gross proceeds of
  $157,500. Each unit consists of one common share and one share purchase warrant
  entitling the holder to purchase an additional common share at $0.28 per share
  to February 20, 2005.

During the year ended August 31, 2003 the Company completed
  a private placement of 2,200,000 units at $0.23 for gross proceeds of $506,000.
  Each unit consists of one common share and one share purchase warrant entitling
  the holder to purchase an additional common share at $0.30 to April 9, 2005.

Subsequent to the year end the Company completed a private
  placement of 3,000,000 units at $0.15 for gross proceeds of $450,000. Each unit
  consists of one common share and one share purchase warrant entitling the holder
  to purchase an additional common share @ $0.20 to November 6, 2005.

Subsequent to the year end and in respect of the Companys
  property acquisition agreement to acquire a 100% interest in two gold projects
  known as the Hercules and the Imperial Mine, the Company paid $16,000 US as
  per the mineral property option agreement and extended the deadline to March
  18, 2004 for the incurrence of exploration expenditures of $75,000 US.

Since its inception, the Company has been dependent on investment
  capital as its primary source of funding. The Company anticipates seeking additional
  equity investment from time to time to fund its activities that cannot be funded
  through other means. The Company will need to raise additional capital in order
  to continue with the exploration and development of its mineral properties and
  administrative expenditures. The Company could also consider joint venturing
  or selling some portion of its properties to cover its obligations.

The Companys cash position at August 31, 2003 was $289,750
  compared to $266,605 at August 31, 2002.

The Company recorded a net loss for the year ended August
  31, 2003 of $512,726 compared to $278,800 for the year ended August 31, 2002.

The Company intends to raise any required additional funds
  by selling equity or debt securities and/or by selling or joint venturing its
  properties until the Company develops a cash flow from operations.

C.            
  Research and Development, Patents and Licenses

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

D.            
  Trend Information

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

ITEM 6.            
  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.            
  Directors and Senior Management

The following table lists as of December 8, 2003, the names
  of the directors and senior management of the company. Each of the directors
  has served in his or her respective capacity since his or her election and/or
  appointment and will serve until the next annual general meeting of shareholders.

|Name                 | Title                                                                               | Date First Elected/Appointed
|-------------------- | ----------------------------------------------------------------------------------- | ----------------------------
|Dennis L. Higgs 1    | Director, President, CEO, CFO                                                       | May 4, 1993                 
|John O. McCutcheon 1 | Director                                                                            | May 4, 1993                 
|Aileen Lloyd 1       | Director                                                                            | May 4, 1993                 
|Steve Ristorcelli    | Director, Corp. Secretary                                                           | July 29, 2003               
|Kenneth Cunningham   | Director, President Miranda U.S.A., Inc., V.P. Exploration Miranda
      Gold Corp. | November 7, 2003            
|Joe Hebert           | Vice President Exploration, Miranda U.S.A., Inc.                                    | December 8, 2003            
|Clive de Larrabeiti  | Vice President Corporate Finance                                                    | September 24, 2002          

1 Member of the Audit Committee

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

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

Dennis L. Higgs

Mr. Higgs is the President and Chief Executive Officer of
  the Company. Mr. Higgs has been employed by the Company since 1993. Mr. Higgs
  is responsible for the Companys day to day operations as well as the raising
  of capital to fund the operations of the Company. He is also President of Senate
  Capital Group Inc., a private venture capital and resource management company.

Kenneth Cunningham

Mr. Kenneth Cunningham, M.S.Geo, B.S.Geo, is President of
  Miranda U.S.A., Inc. and Vice President of Exploration. Mr. Cunningham has twenty-eight
  years experience from diversified mineral exploration and mining

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geology through to executive management; fifteen of those
  years have been focused in Nevada. Mr. Cunningham was previously Vice President
  of Nevada North Resources (U.S.A.) Inc. where he acquired eight new properties
  and successfully negotiated leases with major mining companies including Newmont,
  Placer Dome, Newcrest and Barrick. Prior to his involvement with Nevada North,
  he was Exploration Manager with Uranerz U.S.A. Inc. During his tenure with Uranerz
  Mr. Cunningham led the exploration and acquisition effort that resulted in two
  Nevada discoveries; a three-million ounce discovery in the Battle Mountain trend
  and a one-plus-million ounce discovery in the northern Carlin trend. He was
  also instrumental in establishing, and subsequently managing, Uranerz
  Mongolian gold exploration program. Mr. Cunningham has also been Vice President
  of Tenneco Minerals Company and a Resident Manager with Echo Bay Mining Company.

Steve Ristorcelli

Mr. Ristorcelli is one of the directors of the Company and
  has served in this capacity since 1995. Mr. Ristorcelli brings 25 years of geological,
  advanced stage/development and mining experience to the Board. He has been Principal
  Geologist with Mine Development Associates of Reno, Nevada for 10 years where
  he specializes in resource modeling. His work as a consultant takes him throughout
  North America, South America, Europe and Africa. Mr. Ristorcelli is also a director
  of several junior resource companies.

John O. McCutcheon

Mr. McCutcheon is one of the directors of the Company and
  contributes to meetings of the board of directors when and as required. Mr.
  McCutcheon has served in this capacity since 1993. Mr. McCutcheon is Chairman
  and Director of Zargon Oil and Gas Ltd., an oil and gas company. He is a member
  of and has held office in a number of professional and technical societies in
  Economics and Engineering, national and international.

Aileen M. Lloyd

Ms. Lloyd is one of the directors of the Company and has served
  in this capacity since 1993. Ms. Lloyd is involved in the day to day operations
  of the Company. Ms. Lloyd is an executive assistant at Senate Capital Group
  Inc., a private venture capital and resource management company involved in
  the administration of publicly traded companies.

Clive de Larrabeiti

Clive de Larrabeiti is Vice President, Corporate Finance.
  Based in London, England Mr. de Larrabeiti is responsible for the Companys
  corporate finance initiatives, additional project sourcing, and project finance
  activities. Mr. de Larrabeitis experience in the finance industry and
  public markets in Europe and North America totals twenty-two years. His experience
  includes representation of a number of TSX Venture and NASD-listed companies
  within the European financial community.

Joe Hebert

Joe Hebert, B.S. Geo., is Vice President Exploration of Miranda
  U.S.A., Inc., the Companys wholly-owned U.S. subsidiary. Mr. Hebert brings
  twenty-two years of experience from diversified mineral exploration and mining
  geology through to senior geologist and exploration management. Fifteen of these
  years have been focused in Nevada. Most recently, Mr. Hebert has been senior
  exploration geologist for the Cortez Joint Venture (Placer Dome and Kennecott
  Minerals) located on the Battle Mountain Trend in North Central Nevada. He was
  a member of the exploration team who discovered the 5.5 million ounce Cortez
  Hills deposit and he directed all generative

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and acquisition efforts within the Cortez joint venture area
  of interest. Mr. Hebert is credited with team participation in multiple gold
  discoveries in Nevada and Utah over the course of his career.

B.            
  Compensation

The Company has no formal plan for compensating its directors
  for their services in their capacity as directors. The board of directors may
  award special remuneration to any director undertaking any special services
  on behalf of the Company other than services ordinarily required of a director.
  As well, directors are entitled to reimbursement for reasonable travel and other
  out-of-pocket expenses incurred on behalf of the Company.

The Company retains Ubex Capital Inc. (Ubex) to
  provide management services under a Management Services Agreement dated May
  4, 1993. Under the agreement, Ubex receives the sum of $5,000 per month. The
  term of the agreement is month-to-month and may be terminated by either party
  on 30 days written notice. Ubex is wholly owned by Dennis L. Higgs, the President,
  CEO, CFO and a director of the Company.

Senate Capital Group Inc., is 100% owned by Dennis L. Higgs,
  the President, CEO, CFO, and Director of the Company, and receives a monthly
  fee to recover its costs of providing office space, telephones and related expenses
  to the Company.

During the year, the Company paid Senate Capital Group Inc.,
  a company wholly owned by Dennis Higgs, the president of the Company, $106,283
  (2003) compared to $102,377 (2002) for reimbursement of rent, secretarial and
  office services.

C.            
  Board Practices

The directors of the Company are elected annually and hold
  office until the next annual general meeting of the members of the Company or
  until their successors in office are duly elected or appointed. All directors
  are elected for a one-year term.

The Companys Board of Directors has one committee, the
  Audit Committee. The members of the Audit Committee do not have any fixed terms
  for holding their positions, are appointed and replaced from time to time by
  resolution of the Board of Directors and do not receive any separate remuneration
  for acting as members of the committee. The Audit Committee is comprised of
  Dennis Higgs, Aileen Lloyd and John McCutcheon.

Currently, there are no directors service contracts
  with the Company or any of its subsidiaries providing for benefits upon termination
  of employment.

D.            
  Employees

As of December 8, 2003, there are five directors of the Company
  and two senior officers. Three directors are also senior officers. One of the
  directors, Kenneth Cunningham is a geologist and is President of Miranda U.S.A.,
  Inc. and works on a full time basis. One director, Dennis Higgs is President
  of Miranda Gold Corp., and has a management contract with the Company through
  his wholly owned private company. One director, Steven Ristorcelli is Corporate
  Secretary of the Company. The Company appointed Clive de Larrabeiti to the position
  of Vice President, Corporate Finance. Based in London, England Mr. de Larrabeiti
  is responsible for the Companys corporate finance initiatives, additional
  project sourcing, and project finance activities. The Company appointed Joe
  Hebert, Vice President Exploration, Miranda U.S.A., Inc. Mr. Hebert brings 22
  years of experience in mineral exploration and exploration management. One director,
  Aileen Lloyd performs administrative services for the Company.

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E.            
  Share Ownership

The following table sets forth, as of December 1, 2003, the
  number of the Companys common shares beneficially owned by the directors
  and members of senior management of the Company, individually, and as a group,
  and the percentage of ownership of the outstanding common shares represented
  by such shares.

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

Directors and Senior Management Share Ownership

|Name of Beneficial Owner | Title of Class | Number of Securities of Class | Percent of Class *
|------------------------ | -------------- | ----------------------------- | ------------------
|Dennis L. Higgs          | Common         | 987,0201                      | 7.22%             
|Aileen Lloyd             | Common         | 248,1002                      | 1.81%             
|Steve Ristorcelli        | Common         | 105,7003                      | .77%              
|John McCutcheon          | Common         | 122,0004                      | .89%              
|Clive de Larrabeiti      | Common         | 121,600                       | .89%              
|Kenneth Cunningham       | Common         | 250,000                       | 1.83%             

* Based on 13,671,635 common shares outstanding

2  3  4


Directors and senior management also control:

527,500 outstanding share purchase warrants exercisable at
  $0.12 to January 7, 2004;

250,000 outstanding share purchase warrants exercisable at
  $0.27 to July 11, 2004;

120,000 outstanding share purchase warrants exercisable at
  $0.24 to November 8, 2004;

240,000 outstanding share purchase warrants exercisable at
  $0.28 to February 18, 2005;

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125,000 outstanding share purchase warrants exercisable at
  $0.30 to April 8, 2005;

235,000 outstanding share purchase warrants exercisable at
  $0.20 to November 6, 2005;

350,000 outstanding share purchase warrants exercisable at
  $0.23 to April 8, 2004.

As of December 1, 2003, the directors and officers held as
  a group, directly or indirectly, an aggregate of 1,834,420 common shares and
  1,847,500 share purchase warrants.

Options to Purchase Securities

Stock Options to purchase our securities are granted to our
  directors and employees on terms and conditions acceptable to the regulatory
  authorities in Canada, notably the TSX Venture Exchange (the "Exchange"). At
  our annual general meeting held on January 31, 2003, our shareholders approved
  the adoption of a stock option plan that reserves for issuance up to a maximum
  of 1,405,852 (including existing stock options) of our issued and outstanding
  shares on the exercise of incentive stock options. We did not have a formal
  stock option plan before such date.

Under our stock option plan, (a) stock options in favor of
  any one individual may not exceed 5% of the issued and outstanding shares of
  common stock, (b) no stock option is transferable by the optionee other than
  by will or the laws of descent and distribution, (c) a stock option is exercisable
  during the lifetime of the optionee only by such optionee, (d) the maximum term
  of each stock option is five years, with the vesting period determined at the
  discretion of the Board of Directors and (e) the minimum exercise price for
  a stock option is the last closing price of our common shares on the TSX Venture
  Exchange immediately preceding the granting of the option.

The names and titles of the Directors and Executive Officers
  of the Company to whom outstanding stock options have been granted and the number
  of common shares subject to such options are set forth in the following table
  as of December 8, 2003, as well as the number of options granted to Directors
  and all employees as a group. The exercise price of the options is stated in
  Canadian Dollars.

Stock Options Outstanding

|Name              | Title                        | Number of Shares of Common Stock | Exercise Price    | Expiration Date                                         
|----------------- | ---------------------------- | -------------------------------- | ----------------- | --------------------------------------------------------
|Dennis Higgs      | President                    | 10,000 10,000 350,000            | $0.14 $0.20 $0.27 | December 14, 2006 September 16, 2007
      June 18, 2008
|Aileen Lloyd      | Director                     | 64,000 40,000 41,000             | $0.14 $0.20 $0.27 | December 14, 2006 September 16, 2007 June 18, 2008      
|John McCutcheon   | Director                     | 40,000 10,000                    | $0.14 $0.20       | December 14, 2006 September 16, 2007                    
|Steve Ristorcelli | Director/Corporate Secretary | 40,000 80,000 55,000             | $0.14 $0.20 $0.27 | December 14, 2006 September 16, 2007 June 18, 2008      

19

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|Clive de Larrabeiti | Sr. Officer          | 100,000 | $0.20 | September 16, 2007
|------------------- | -------------------- | ------- | ----- | ------------------
|Kenneth Cunningham  | Sr. Officer/Director | 250,000 | $0.23 | November 7, 2008  
|Joe Hebert          | Sr. Officer          | 150,000 | $0.35 | December 8, 2008  

Total Officers/Directors (7 persons) 1,240,000

Total Officers/Directors/Employees 1,400,000ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA.            
  Major Shareholders

To the knowledge of the directors and senior officers of the
  Company only the following own, directly or indirectly, or exercise control
  or direction over, shares carrying more than 5% of the voting rights attached
  to all outstanding shares of the Company.

|Name of Member | Number of Common Shares | Percentage of Issued and Outstanding
|-------------- | ----------------------- | ------------------------------------
|Dennis Higgs   | 987,020*                | 7.22%                               
|Darcy Higgs    | 717,000**               | 5.24%                               

* In addition Dennis Higgs beneficially owns or exercises
  control or direction over a total of 957,500 warrants of the Company. With the
  exercise of these warrants Dennis Higgs would beneficially own 13.29% of the
  issued and outstanding shares.

** In addition Darcy Higgs beneficially owns or exercises
  control or direction over a total of 762,500 warrants of the Company. With the
  exercise of these warrants Darcy Higgs would beneficially own 10.25% of the
  issued and outstanding shares.

The Companys major shareholders do not have different
  voting rights.

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

The Companys common stock is issued in registered form
  and the following information is taken from the records of Pacific Corporate
  Trust located in Vancouver, British Columbia, Canada, the registrar and transfer
  agent for the common stock.

20

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The Companys registered shareholder list for the Companys
  common stock, dated January 8, 2004, showed 101 registered shareholders and
  17,304,135 shares outstanding. Twenty-eight of these registered shareholders
  were US residents, owning 2,401,233 shares representing 13.88% of the issued
  and outstanding shares of the Company.

B.            
  Related Party Transactions

The Company was involved in the following related party transactions
  during the 2003 fiscal year:

The Company retains Ubex Capital Inc. ("Ubex") to provide
  management services under a Management Services Agreement dated May 4, 1993.
  Under the agreement, Ubex has received the sum of $2,500 per month since May
  1993, the sum of $3,000 per month since July 2001, and the sum of $5,000 per
  month since August, 2002, which amount may be increased by agreement between
  the parties, subject to the approval of the TSX Venture Exchange. The term of
  the agreement is month-to-month and may be terminated by either party on 30
  days' written notice. Ubex is wholly owned by Dennis L. Higgs, the President,
  CEO, CFO and a director of the Company.

In March, 2003 the Company paid a total of $30,000 to Ubex
  Capital Inc. pursuant to acquisition agreements for the Companys Lac Leran
  and Lac Pigeon projects in the Otish Mountains area of Quebec. Ubex is wholly
  owned by Dennis L. Higgs, the President, CEO, CFO and a director of the Company.

Steve Ristorcelli, a director of the Company, purchased 20,000
  units pursuant to a private placement that closed on November 8, 2002. Each
  unit consists of one common share in the capital stock of the Company and one
  share purchase warrant. Each share purchase warrant entitles the holder to purchase
  one common share of the Company at a price of $0.24 for two years. Mr. Ristorcelli
  also purchased 40,000 units at $0.23 pursuant to a private placement that closed
  on April 9, 2003. Each unit consists of one common share in the capital stock
  of the Company and one share purchase warrant. Each share purchase warrant entitles
  the holder to purchase one common share of the Company at a price of $0.30 for
  two years.

Dennis Higgs, a director and President of the Company, purchased
  220,000 units at $0.21pursuant to a private placement that closed on February
  18, 2003. Each unit consists of one common share in the capital stock of the
  Company and one share purchase warrant. Each share purchase warrant entitles
  the holder to purchase one common share of the Company at a price of $0.28 for
  two years. Mr. Higgs also purchased 85,000 units at $0.23 pursuant to a private
  placement that closed on April 9, 2003. Each unit consists of one common share
  in the capital stock of the Company and one share purchase warrant. Each share
  purchase warrant entitles the holder to purchase one common share of the Company
  at a price of $0.30 for two years.

Aileen Lloyd, a director of the Company, purchased 20,000
  units at $0.21 pursuant to a private placement that closed on February 18, 2003.
  Each unit consists of one common share in the capital stock of the Company and
  one share purchase warrant. Each share purchase warrant entitles the holder
  to purchase one common share of the Company at a price of $0.28 for two years.

During the year, the Company paid $106,283 (2002 - $102,377)
  to Senate Capital Group Inc. for rent, telephone, secretarial and office services.
  Senate Capital is wholly owned by Dennis Higgs, CEO, CFO and a director of the
  Company.

Other than as disclosed above, there have been no transactions
  during the 2003 fiscal year which have materially affected or will materially
  affect the Company in which any director, executive officer, or beneficial holder
  of more than 5% of the outstanding common stock, or any of their respective
  relatives, spouses, associates or affiliates has had or will have any direct
  or material indirect interest. Management believes the transactions

21

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referenced above were on terms at least as favorable to the
  Company as the Company could have obtained from unaffiliated parties.

C.            
  Interests of Experts and Counsel

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

ITEM 8.            
  FINANCIAL INFORMATION

A.            
  Consolidated Statements and Other Financial Information

The Companys financial statements are stated in Canadian
  dollars (Cdn. $) and are prepared in accordance with accounting principles generally
  accepted in Canada (Canadian GAAP), which differ in certain respects
  from those principles that the Company would have followed had its financial
  statements been prepared in accordance with accounting principles generally
  accepted in the United States (U.S. GAAP).

Exhibited hereto are audited consolidated financial statements
  prepared by an independent auditor and accompanied by an audit report:

| | (a) | Auditors Report, dated October
        9, 2003                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                             
| | (b) | Consolidated Balance Sheets as of August
        31, 2002 and August 31, 2003;                                                              
| |     |                                                                                                                                             
| | (c) | Consolidated Statements of Operations
        and Deficit for the years ended August 31, 2001, August 31, 2002, and
        August 31, 2003;
| |     |                                                                                                                                             
| | (d) | Consolidated Statements of Cash Flows
        for the years ended August 31, 2001, August 31, 2002 and August 31, 2003;                     
| |     |                                                                                                                                             
| | (e) | Notes to Consolidated Financial Statements for the years
      ended August 31, 2002 and August 31, 2003.                                   

The Company has not declared any dividends for the last five
  years and does not anticipate that it will do so in the foreseeable future.

B.            
  Significant Changes

No significant changes have occurred since the date of the
  Companys most recent audited financial statements, August 31, 2003 other
  than the following:

| | (a) | The Company sold most of its diamond
        exploration properties in the Otish Mountains and Superior Craton areas
        of Quebec. The Company realized proceeds of $57,300 and the retention
        of a 1% net smelter return and gross overriding royalty. The Company also
        signed an agreement to joint venture its Lac Leran property in the Otish
        Mountains area to allow the partner to earn up to a 45% interest in this
        property by making payments in cash and shares to Miranda and drilling
        a minimum of five diamond drill holes by February 5, 2005;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | The Company announced the appointment
        of Kenneth Cunningham, M.S.Geo, B.S.Geo, to the Board of Directors of
        Miranda Gold Corp. and as Vice President of Exploration. He has been appointed
        President of Miranda U.S.A., Inc. the Companys wholly-owned U.S.
        subsidiary. Mr. Cunningham                                                                                                                                                                                                                                                                                 

22

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| |     | has twenty-eight years experience from
        diversified mineral exploration and mining geology through to executive
        management; fifteen of those years have been focused in Nevada. He has
        previously led the exploration and acquisition effort resulting in two
        Nevada gold discoveries: a three million ounce discovery in the Battle
        Mountain trend and a one + million ounce discovery in the Carlin trend.;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | Joe Hebert, B.S. Geo., has agreed to
        join Miranda U.S.A., Inc., the Companys wholly-owned U.S. subsidiary,
        as Vice President of Exploration. Mr. Hebert brings twenty-two years of
        experience from diversified mineral exploration and mining geology through
        to senior geologist and exploration management. Fifteen of these years
        have been focused in Nevada. Most recently, Mr. Hebert has been senior
        exploration geologist for the Cortez Joint Venture (Placer Dome and Kennecott
        Minerals) located on the Battle Mountain Trend in North Central Nevada.
        He was a member of the exploration team who discovered the 5.5 million
        ounce Cortez Hills deposit and he directed all generative and acquisition
        efforts within the Cortez joint venture area of interest. Mr. Hebert is
        credited with team participation in multiple gold discoveries in Nevada
        and Utah over the course of his career;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | The Company also announced that it has
        leased the Red Canyon property in Eureka County, Nevada. The Red Canyon
        Property is comprised of 237 unpatented lode mining claims covering approximately
        19.5 square kilometers. The Company has advanced funds of US $26,200 in
        respect of this acquisition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

ITEM 9.            
  THE OFFER AND LISTING

A.            
  Offer and Listing Details

The Companys common shares trade on the TSX Venture
  Exchange (TSX) (formerly known as the Canadian Venture Exchange,
  the successor exchange resulting from the merger of the Vancouver Stock Exchange
  and the Alberta Stock Exchange effective November 29, 1999) in Vancouver, British
  Columbia, Canada, having the trading symbol MAD and CUSIP # 604673103.

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

TSX Venture Exchange Stock Trading Activity, Sales, Cdn.$

|For the Fiscal Year Ended | High | Low
|------------------------- | ---- | ---
|August, 2003              | .42  | .19
|August, 2002              | .42  | .13
|August 2001               | .12  | .06
|August 2000               | .42  | .10
|August 1999               | 1.40 | .40

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

23

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TSX Venture Exchange Stock Trading Activity, Sales, Cdn.$

|Period Ended | Volume    | High | Low | Close
|------------ | --------- | ---- | --- | -----
|11/30/01     | 8,400     | .30  | .14 | .14  
|02/28/02     | 35,380    | .35  | .13 | .13  
|05/30/02     | 15,942    | .42  | .25 | .30  
|08/31/02     | 18,800    | .36  | .20 | .20  
|11/30/02     | 68,100    | .36  | .19 | .19  
|02/28/03     | 2,096,380 | .42  | .22 | .33  
|05/30/03     | 667,200   | .36  | .24 | .34  
|08/31/03     | 605,340   | .30  | .16 | .21  

Price Fluctuations: Share Price Volatility

In recent years, securities markets in Canada have experienced
  a high level of price and volume volatility, and the market price of many resource
  companies, particularly those considered speculative exploration companies,
  have experienced wide fluctuations in price which have not necessarily been
  related to operating performance or underlying asset values on prospects of
  such companies. The Companys shares fluctuated from a low of $0.16 during
  Fiscal 2003 to a high of $0.42. Exploration for minerals is considered high
  risk and highly speculative and the trading market for mineral exploration companies
  is characteristically volatile, with wide fluctuation of price and volume only
  in part related to progress of exploration. There can be no assurance that continual
  fluctuations in the Companys share price and volume will not occur.

B.            
  Plan of Distribution

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

C.            
  Markets

See first paragraph of this Item 9.

D.            
  Dilution

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

E.            
  Expenses of the Issue

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

ITEM 10.           
  ADDITIONAL INFORMATION

A.            
  Share Capital

24

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

B.            
  Memorandum and Articles of Association

Incorporation

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

Powers and Functions of the Directors

The powers and functions of the directors are set forth in
  the Articles of the Company which were adopted and filed as of the date of its
  incorporation.

| | (i)   | a director is obligated to disclose
        his potential interest in a proposal, arrangement or contract being considered
        by the Company and may not vote on any proposal, arrangement or contract
        proposed, but such director shall be counted in the quorum at the meeting
        of the directors at which the proposal, arrangement or contract is approved;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii)  | a director or his firm may act in a
        professional capacity for the company and he or his firm will be entitled
        to remuneration;                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                   
| | (iii) | the quorum necessary for the transaction
        of the business shall be a majority of the directors holding office at
        the time;                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                   
| | (iv)  | there are no provisions for the retirement
        or non-retirement of directors under an age limit; and                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                   
| | (v)   | there is no requirement for a director
        to hold any shares in the Company.                                                                                                                                                                                                                                                                                                 

Rights and Restrictions Applied to the Shares

All of the Companys authorized and issued shares are
  of one class and there are no rights or restrictions of any nature attached
  to any of the shares.

Rights of Holders of the Stock

To alter the rights of holders of issued shares of the Company
  such alteration must be approved by the majority vote of the issued shares of
  the Company attending and voting at a meeting of the shareholders of the Company.

Annual General Meetings

Annual general meetings are called and scheduled upon decision
  by the Board of Directors. The directors may convene an extraordinary general
  meeting of the shareholders. All meetings of the shareholders may be attended
  by the registered shareholders or persons who hold powers of attorney or proxies
  given to them by the registered shareholders.

Foreign Ownership

25

---

The Companys Memorandum and Articles do not contain
  limitations prohibiting shares being held by nonresidents, foreigners or any
  other group.

Change of Control

There are no provisions in the Companys Memorandum and
  Articles that would have an effect of delaying, deferring or preventing a change
  in control of the Company, and that would operate only with respect to a merger
  acquisition or corporate restructuring involving the Company.

Share Ownership Reporting Obligations

There are no provisions in the Companys Memorandum and
  Articles requiring share ownership to be disclosed. The securities laws of the
  Province of British Columbia require disclosure of shareholdings by:

| | (a) | persons who are directors or senior
        officers of the Company; and                                                                                                                                                                                                                                                                               
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                        
| | (b) | a person who has direct or indirect
        beneficial ownership of, control or direction over, or a combination of
        direct or indirect beneficial ownership of and control or direction over
        securities of the Company carrying more than 10% of the voting rights
        attached to all the Companys outstanding voting securities.

Differences from U.S. Law

The threshold of share ownership percentage requiring disclosure
  of ownership is higher in the home jurisdiction of British Columbia than the
  US where US securities law prescribes a 5% threshold for ownership disclosure.

C.            
  Material Contracts

The following is a summary of each material contract entered
  into in the ordinary course of business to which the company is a party, for
  the two years immediately preceding publication of the document, including dates,
  parties, general nature of the contracts, terms and conditions, and amount of
  consideration passing to or from the company or any other member of the group.

| | (i)   | Mineral Property Option Agreement dated January 30, 2002
      between Ubex Capital Inc. and Thrush Industries Inc. (now called Miranda
      Gold Corp.), and amendment agreements dated April 14, 2002, May 29, 2002
      and June 28, 2002 in respect of an option to acquire an undivided 100% right,
      title and interest in the Lac Joubert property comprising 34 mineral claims
      totalling 4,341 acres (1,757 hectares). (See item 4.D under the heading
      Quebec).  
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (ii)  | Mineral Property Option Agreement dated January 30, 2002
      between Ubex Capital Inc. and Thrush Industries Inc. (now called Miranda
      Gold Corp.), and amendment agreements dated April 14, 2002, May 29, 2002
      and June 28, 2002 in respect of an option to acquire an undivided 100% right,
      title and interest in the Lac Pigeon #2 property comprising 41 mineral claims
      totalling 5,271 acres (2,133 hectares). (See item 4.D under the heading
      Quebec).
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (iii) | Mineral Property Option Agreement dated January 30, 2002
      between Ubex Capital Inc.and/or Monaco Investment Corp. and Thrush Industries
      Inc. (now called Miranda Gold Corp.), and amendment agreements dated April
      14, 2002, May 29, 2002 and June 28, 2002 in respect of an                                                                                                                                                                                                

26

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| |        | option to acquire an undivided 100%
        right, title and interest in the Lac Orillat property comprising 39 mineral
        claims totalling 4,978 acres (2,014 hectares). (See item 4.D under the
        heading Quebec).                                                                                                                                                                                                                                                                                                                             
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (iv)   | Mineral Property Option Agreement dated
        January 30, 2002 between Ubex Capital Inc. and/or Menace Capital Corp.
        and Thrush Industries Inc. (now called Miranda Gold Corp.), and amendment
        agreements dated April 14, 2002, May 29, 2002 and June 28, 2002 in respect
        of an option to acquire an undivided 100% right, title and interest in
        the Lac Pigeon property comprising 120 mineral claims totalling 15,392
        acres (6,229 hectares). (See item 4.D under the heading Quebec).                          
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (v)    | Mineral Property Option Agreement dated
        January 30, 2002 between Ubex Capital Inc. and/or Menace Capital Corp.,
        and/or Dennis Higgs and Thrush Industries Inc. (now called Miranda Gold
        Corp), and amendment agreements dated April 14, 2002, May 29, 2002 and
        June 28, 2002 in respect of an option to acquire an undivided 100% right,
        title and interest in the Lac Leran property comprising 119 mineral claims
        totaling 15,361 acres (6,217 hectares). (See item 4.D under the heading
        Quebec).
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (vi)   | Mineral Property Option Agreement dated
        January 30, 2002 between Ubex Capital Inc. and Thrush Industries Inc.
        (now called Miranda Gold Corp.), and amendment agreements dated April
        14, 2002, May 29, 2002 and June 28, 2002 in respect of an option to acquire
        an undivided 100% right, title and interest in the Lac Leran #2 property
        comprising 1 mineral claim totalling 129 acres (52.28 hectares). (See
        item 4.D under the heading Quebec).                                                          
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (vii)  | A letter agreement dated April 18, 2002
        between Exploraciones Paradigma, (Paradigma) and Miranda Gold
        Corp. whereby Paradigma has the exclusive right to acquire a 90% Interest
        in the Las Catalinas property in Mexico by spending $250,000 on the Property
        within six years. (See item 4.D under the heading Mexico, Las Catalinas).                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (viii) | Mineral Property Option Agreement dated September 10, 2002
      between Ubex Capital Inc. and Carleen Higgs and Miranda Diamond Corp. in
      respect of an option to acquire an undivided 100% right, title and interest
      in the Lac Taffanel property comprising 60 mineral claims totalling 7,615
      acres (3,082 hectares). (See item 4.D under the heading Quebec).                                                                                                                                                                          
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ix)   | Mineral Property Option Agreement dated
        September 10, 2002 between Ubex Capital and Carleen Higgs and Miranda
        Diamond Corp. in respect of an option to acquire an undivided 100% right,
        title and interest in the Lac Square Rock property comprising 75 mineral
        claims totalling 9,488 acres (3,840 hectares). (See item 4.D under the
        heading Quebec).                                                                                                                                                            
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (x)    | Mineral Property Option Agreement dated
        September 10, 2002 between Ubex Capital Inc. and Monaco Investment Corp.
        in respect of an option to acquire an undivided 100% right, title and
        interest in the Lac Herve property comprising 277 mineral claims totalling
        34,382 acres (13,915 hectares). (See item 4.D under the heading Quebec).                                                                                                                                                                                  
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (xi)   | Mineral Property Option Agreement dated
        September 27, 2002 between MinQuest, Inc. and Miranda Gold Corp. in respect
        of an option to acquire a 100% interest, subject to a 3% NSR royalty in
        the Hercules Property; the Imperial Mine Property, and the Gilman Property
        . (See item 4.D under the heading Nevada).                                                                                                                                                                                                           

27

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| | (xii)  | Mineral Property Option Agreement dated
        January 23, 2003, between Gerald Baughman and Miranda Diamond Corp. in
        respect of an option to acquire a 100% interest, subject to a 3% NSR royalty
        in the Blackrock project; the Coldsprings project; the Troy property,
        and the Redlich property. (See item 4.D under the heading Nevada).
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                       
| | (xiii) | Mineral Property Option Agreement dated
        April 9, 2003, between Gerald Baughman and Doug Bowden and Miranda Gold
        Corp. in respect of an option to acquire a 100% interest, subject to a
        2.5% NSR royalty in the Kobeh Valley Prospect. (See item 4.A under the
        heading History).                                                     
| |        |                                                                                                                                                                                                                                                                                                                                                                       
| | (xiv)  | A letter of intent dated November 18,
        2003, for a twenty year lease on the Red Canyon project, between Red Canyon
        Corporation and Miranda Gold Corp., subject to a sliding net smelter royalty
        based on the price of gold. (See item 4.D under the heading Nevada).                                                                           
| |        |                                                                                                                                                                                                                                                                                                                                                                       
| | (xv)   | Mineral Property Option Agreement dated
        November 19, 2003, between Anthony Eng and Miranda Gold Corp. in respect
        of an option to acquire a 100% interest, subject to a 3% net smelter return
        royalty , in the Mineral County project (See item 4. D under the heading
        Nevada).                                                        

D.            
  Exchange Controls

There are no governmental laws, decrees or regulations in
  Canada relating restrictions on the export or import of capital, or affecting
  the remittance of interest, dividends or other payments to non-resident holders
  of the Companys common shares. Any remittance of dividends to United States
  residents are; however, subject to a 15% withholding tax (10% if the shareholder
  is a corporation owning at least 10% of the common shares of the Company) pursuant
  to Article X of the reciprocal treaty between Canada and the United States.

Except as provided in the Investment Canada Act, there are
  no limitations under the laws of Canada, the Province of British Columbia or
  in the Articles of Incorporation of the Company on the right of foreigners to
  hold or vote the common shares of the Company. Management believes that in the
  case of the common stock of the Company, there are no limitations on the rights
  of non-Canadians to vote the Companys common shares.

The Investment Canada Act (the "ICA"), which became effective
  on 6/30/85, regulates the acquisition by non-Canadians of control of a Canadian
  business enterprise. In effect, the ICA required review by Investment Canada,
  the agency which administers the ICA, and approval by the Canadian government
  in the case of an acquisition of control of a Canadian business by a non-Canadian
  where: (i) in the case of acquisition (for example, through a share purchase
  or asset purchase), the assets of the business are $5 million or more in value;
  or (ii) in the case of an indirect acquisition (for example, the acquisition
  of the foreign parent of the Canadian business) where the Canadian business
  has assets of $50 million or more in value or if the Canadian business represents
  more than 50% of the assets of the original group and the Canadian business
  has assets of $5 million or more in value. Review and approval are also required
  for the acquisition or establishment of a new business in areas concerning "Canada's
  cultural heritage or national identity" such as book publishing, film production
  and distribution, television and radio, production and distribution of music,
  and the oil and natural gas industry, regardless of the size of the investment.

In the context of the Company, in essence, three methods of
  acquiring control of a Canadian business are regulated by the ICA: (i) the acquisition
  of all or substantially all of the assets used in carrying on the Canadian business;
  (ii) the acquisition, directly or indirectly, of voting shares of a Canadian
  corporation carrying on the Canadian business; and (iii) the acquisition of
  voting of an entity which controls, directly or indirectly, another entity

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carrying on a Canadian business. An acquisition of a majority
  of the voting interests of an entity, including a corporation, is deemed to
  be an acquisition of control under the ICA. An acquisition of less than one-
  third of the voting shares of a corporation is deemed not to be an acquisition
  of control. An acquisition of less than a majority, but one-third or more, of
  the voting shares of a corporation is presumed to be an acquisition of control
  unless it can be established that on the acquisition the corporation is not,
  in fact, controlled by the acquirer through the ownership of voting shares.
  For partnerships, trusts, joint ventures or other unincorporated entities, an
  acquisition of less than a majority of the voting interests is deemed not to
  be an acquisition of control.

In 1988, the ICA was amended pursuant to the Free Trade Agreement
  dated 1/2/88 between Canada and the United States to relax the restriction of
  the ICA. As a result of these amendments, except where the Canadian business
  is in the cultural, oil and gas, uranium, financial services or transportation
  sectors, the threshold for direct acquisition of control by U.S. investors and
  other foreign investors acquiring control of a Canadian business from U.S. investors
  has been raised from $5 million to $150 million of gross assets, and indirect
  acquisitions are not reviewable.

In addition to the foregoing, the ICA requires that all other
  acquisitions of control of Canadian businesses by non-Canadians are subject
  to formal notification to the Canadian government. These provisions require
  a foreign investor to give notice in the required form, which notices are for
  information, as opposed to review, purposes.

E.            
  Taxation

The following summary of the material Canadian federal income
  tax considerations generally applicable in respect of the common stock reflects
  the Companys opinion. The tax consequences to any particular holder of
  common stock will vary according to the status of that holder as an individual,
  trust, corporation or member of a partnership, the jurisdiction in which that
  holder is subject to taxation, the place where that holder is resident and,
  generally, according to that holders particular circumstances. This summary
  is applicable only to holders who are resident in the United States, have never
  been resident in Canada, deal at arms length with the Company, hold their
  common stock as capital property and who will not use or hold the common stock
  in carrying on business in Canada. Special rules, which are not discussed in
  this summary, may apply to a United States holder that is an issuer that carries
  on business in Canada and elsewhere.

This summary is based upon the provisions of the Income Tax
  Act of Canada and the regulations thereunder (collectively, the "Tax Act" or
  ITA) and the Canada-United States Tax Convention (the Tax
  Convention) as at the date of the Registration Statement and the current
  administrative practices of Revenue Canada, Taxation. This summary does not
  take into account provincial income tax consequences.

This summary is not exhaustive of all possible income tax
  consequences. It is not intended as legal or tax advice to any particular holder
  of common stock and should not be so construed. Each holder should consult his
  own tax advisor with respect to the income tax consequences applicable to him
  in his own particular circumstances.

Based on managements independent review, they believe
  that the tax discussion covers all material income tax consequences.

Disposition of Common Stock.

If a non-resident were to dispose of common stock of the Company
  to another Canadian corporation which deals or is deemed to deal on a non-arms
  length basis with the non-resident and which, immediately after the disposition,
  is connected with the Company (i.e., which holds shares representing more than
  10% of the voting power and more than 10% of the market value of all issued
  and outstanding shares of the Company), the amount by which the fair market
  value of any consideration (other than any shares of the purchaser corporation)
  exceeds

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the paid-up capital of the common stock sold will be deemed
  to be taxable as a dividend paid by the purchasing corporation, either immediately
  or eventually by means of a deduction in computing the paid-up capital of the
  purchasing corporation, and subject to withholding taxes as described below.

Under the Tax Act, a gain from the sales of common stock by
  a non-resident will not be subject to Canadian tax, provided the shareholder
  (and/or persons who do not deal at arms length with the shareholder) have
  not held a substantial interest in the Company (25% or more of the
  shares of any class of the Companys stock) at any time in the five years
  preceding the disposition. Generally, the Tax Convention will exempt from Canadian
  taxation any capital gain realized by the resident of the United States, provided
  that the value of the common stock is not derived principally from real property
  situated in Canada.

Dividend

In the case of any dividends paid to non-residents, the Canadian
  tax is withheld by the Company, which remits only the net amount to the shareholder.
  By virtue of Article X of the Tax Convention, the rate of tax on dividends paid
  to residents of the United States is generally limited to 15% of the gross dividend
  (or 10% in the case of certain corporate shareholders owning at least 10% of
  the Companys voting shares). In the absence of the treaty provisions,
  the rate of Canadian withholding tax imposed on non-residents is 25% of the
  gross dividend. Stock dividends received by non-residents from the Company are
  taxable by Canada as ordinary dividends.

Where a holder disposes of common stock to the Company (unless
  the Company acquired the common stock in the open market in the manner in which
  shares would normally be purchased by any member of the public) will result
  in a deemed dividend to the U.S. holder equal to the amount by which the consideration
  paid by the Company exceeds the paid-up capital of such stock, the amount of
  such dividend will be subject to withholding tax as described above.

Capital Gains

A non-resident of Canada is not subject to tax under the ITA
  in respect of a capital gain realized upon the disposition of a share of a class
  that is listed on a prescribed stock exchange unless the share represents taxable
  Canadian property to the holder thereof. A common share of the Company
  will be taxable Canadian property to a non-resident holder if, at any time during
  the period of five years immediately preceding the disposition, the nonresident
  holder, persons with whom the non-resident holder did not deal at arms
  length, or the non-resident holder and persons with whom he/she did not deal
  at arms length owned 25% or more of the issued shares of any class or
  series of the Company. In the case of a non-resident holder to whom shares of
  the Company represent taxable Canadian property and who is resident in the United
  States, no Canadian tax will be payable on a capital gain realized on such shares
  by reason of the Canada-United States Income Tax Convention 1980) (the Treaty)
  unless the value of such shares is derived principally from real property situated
  in Canada or the non-resident holder previously held the shares while resident
  in Canada. However, in such a case, certain transitional relief under the Treaty
  may be available.

Certain United States Federal Income Tax Consequences

The following is a discussion of certain possible United States
  Federal income tax consequences, under the law, generally applicable to a U.S.
  Holder (as defined below) of common shares of the Company. This discussion does
  not address all potentially relevant Federal income tax matters and it does
  not address consequences peculiar to persons subject to special provisions of
  Federal income tax law, such as those described below as excluded from the definition
  of a U.S. Holder. In addition, this discussion does not cover any state, local
  or foreign tax consequences.

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The following discussion is based upon the sections of the
  Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations,
  published Internal Revenue Service (IRS) rulings, published administrative
  positions of the IRS and court decisions that are currently applicable, any
  or all of which could be materially and adversely changed, possible on a retroactive
  basis, at any time. In addition, the discussion does not consider the potential
  effects, both adverse and beneficial, or recently proposed legislation which,
  if enacted, could be applied, possibly on a retroactive basis, at any time.
  The following discussion is for general information only and is not intended
  to be, nor should it be construed to be, legal or tax advice to any holder or
  prospective holder of common shares of the Company and no opinion or representation
  with respect to the United States Federal income tax consequences to any such
  holder or prospective holder is made. Accordingly, holders and prospective holders
  of common shares of the Company should consult their own tax advisors about
  the federal, state, local, and foreign tax consequences of purchasing, owning
  and disposing of common shares of the Company.

Based on managements independent review, they believe
  that the discussion covers all material tax consequences.

U.S. Holders

As used herein, a (U.S. Holder) includes a holder
  of common shares of the Company who is a citizen or resident of the United States,
  a corporation created or organized in or under the laws of the United States
  or of any political subdivision thereof and any other person or entity whose
  ownership of common shares of the Company is effectively connected with the
  conduct of a trade or business in the United States. A U.S. Holder does not
  include persons subject to special provisions of Federal income tax law, such
  as tax-exempt organizations, qualified retirement plans, financial institutions,
  insurance companies, real estate investment trusts, regulated investment companies,
  broker-dealers, non-resident alien individuals or foreign corporations whose
  ownership of common shares of the Company is not effectively connected with
  the conduct of a trade or business in the United States and shareholders who
  acquired their stock through the exercise of employee stock options or otherwise
  as compensation.

Distribution on Common Shares of the Company

U.S. Holders receiving dividend distributions (including constructive
  dividends) with respect to common shares of the Company are required to include
  in gross income for United States Federal income tax purposes the gross amount
  of such distributions to the extent that the Company has current or accumulated
  earnings and profits, without reduction for any Canadian income tax withheld
  from such distributions. Such Canadian tax withheld may be credited, subject
  to certain limitations, against the U.S. Holders United States Federal
  Income tax liability or, alternatively, may be deducted in computing the U.S.
  Holders United States Federal taxable income by those who itemize deductions.
  (See more detailed discussion at Foreign Tax Credit below). To the
  extent that distributions exceed current or accumulated earnings and profits
  of the Company, they will be treated first as a return of capital up to the
  U.S. Holders adjusted basis in the common shares and thereafter as gain
  from the sale or exchange of the common shares. Preferential tax rates for long-term
  capital gains are applicable to a U.S. Holder which is an individual, estate
  or trust. There are currently no preferential tax rates for long-term capital
  gains for a U.S. Holder which is a corporation.

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

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Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
  Canadian income tax with respect to the ownership of common shares of the Company
  may be entitled, at the option of the U.S. Holder, to either a deduction or
  a tax credit for such foreign tax paid or withheld. Generally, it will be more
  advantageous to claim a credit because a credit reduces United States Federal
  income taxes on a dollar-for-dollar basis, while a deduction merely reduces
  the taxpayers income subject to tax. This election is made on a year-by-year
  basis and applies to all foreign income taxes (or taxes in lieu of income tax)
  paid by (or withheld from) the U.S. Holder during the year. There are significant
  and complex limitations which apply to the credit, among which is the general
  limitation that the credit cannot exceed the proportionate share of the U.S.
  Holders United States income tax liability that the U.S. Holders
  foreign source income bears to his/her or its application of this limitation.
  The various items of income and deduction must be classified into foreign and
  domestic sources. Complex rules govern this classification process. There are
  further limitations on the foreign tax credit for certain types of income such
  as passive income, high withholding tax interest, financial
  services income, shipping income, and certain other classifications
  of income. The availability of the foreign tax credit and the application of
  the limitations on the credit are fact specific and holders and prospective
  holders of common shares of the Company should consult their own tax advisors
  regarding their individual circumstances.

Disposition of Common Shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of
  common shares of the Company equal to the difference, if any, between (I) the
  amount of cash plus the fair market value of any property received, and (ii)
  the shareholders tax basis in the common shares of the Company. This gain
  or loss will be capital gain or loss if the common shares are capital assets
  in the hands of the U.S. Holder, which will be a short-term or long-term capital
  gain or loss depending upon the holding period of the U.S. Holder. Gains and
  losses are netted and combined according to special rules in arriving at the
  overall capital gain or loss for a particular tax year. Deductions for net capital
  losses are subject to significant limitations. For U.S. Holders which are individuals,
  any unused portion of such net capital loss may be carried over to be used in
  later tax years until such net capital loss is thereby exhausted. For U.S. Holders
  which are corporations (other than corporations subject to Subchapter S of the
  Code), an unused net capital loss may be carried back three years from the loss
  year and carried forward five years from the loss year to be offset against
  capital gains until such net capital loss is thereby exhausted.

Other Considerations

In the following circumstances, the above sections of the
  discussion may not describe the United States Federal income tax consequences
  resulting from the holding and disposition of common shares of the Company.

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the
  total combined voting power or the total value of the Companys outstanding
  shares is owned, actually or constructively, by five or fewer individuals who
  are citizens or residents of the United States and 60% or more of the Companys
  gross income for such year was derived from certain passive sources (e.g. from
  dividends received from its subsidiaries), the Company would be treated as a
  foreign personal holding company. In that event, U.S. Holders that
  hold common shares of the Company would be required to include in gross income
  for such year their allowable portions of such passive income to the extent
  the Company does not actually distribute such income.

Foreign Investment Company

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If 50% or more of the combined voting power or total value
  of the Companys outstanding shares are held, actually or constructively,
  by citizens or residents of the United States, United States domestic partnerships
  or corporations, or estates or trusts other than foreign estates or trusts (as
  defined by the Code Section 7701(a)(31), and the Company is found to be engaged
  primarily in the business of investing, reinvesting, or trading in securities,
  commodities, or any interest therein, it is possible that the Company might
  be treated as a foreign investment company as defined in Section
  1246 of the Code, causing all or part of any gain realized by a U.S. Holder
  selling or exchanging common shares of the Company to be treated as ordinary
  income rather than capital gains.

Passive Foreign Investment Company

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

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

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

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

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

The procedures a U.S. Shareholder must comply with in making
  an effective QEF election will depend on whether the year of the election is
  the first year in the U.S. Shareholders holding period in which the Company
  is a PFIC. If the U.S. Shareholder makes a QEF election in such first year,
  i.e. a timely QEF election, then the U.S.

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

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

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

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

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

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

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

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

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complexity of the PFIC rules, U.S. persons who are shareholders
  of the Company are strongly urged to consult their own tax advisors concerning
  the impact of these rules on their investment in the Company.

Controlled Foreign Corporation

If more than 50% of the voting power of all classes of stock
  or the total value of the stock of the Company is owned, directly or indirectly,
  by citizens or residents of the United States, United States domestic partnerships
  and corporations or estates or trusts other than foreign estates or trusts,
  each of whom own 10% or more of the total combined voting power of all classes
  of stock of the Company or the total value of the stock of (United States
  Shareholder) the Company, could be treated as a controlled foreign
  corporation under Subpart F of the Code. This classification would effect
  many complex results including the required inclusion by such United States
  shareholders in income of their pro rata shares of Subpart F income
  (as specially defined by the Code) of the Company and the Companys earnings
  invested in U.S. property and earnings invested excess passive assets
  (as specifically defined by the Code). In addition, under Section 1248 of the
  Code, gain from the sale or exchange of common shares of the Company by a U.S.
  person who is or was a United States shareholder (as defined in the Code) at
  any time during the five year period ending with the sale or exchange is treated
  as ordinary dividend income to the extent of earnings and profits of the company
  attributable to the stock sold or exchanged. Because of the complexity of Subpart
  F., and because it is not clear that the Company is a controlled foreign corporation,
  a more detailed review of these rules is outside of the scope of this discussion.

F.            
  Dividends and Paying Agents

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

G.            
  Statement By Experts

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

H.            
  Documents on Display

Any of the documents referred to in this Form 20-F can be
  viewed at the office of the Company, which is located at Suite 306  1140
  Homer Street, Vancouver, British Columbia, V6B 2X6 during normal business hours.
  All of the documents referred to above are in English.

I.            
  Subsidiary Information

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

ITEM 11.           
  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 12.           
  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

ITEM 13.           
  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

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Not applicable

ITEM 14.           
  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

Not applicable

ITEM 15.           
  CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the Exchange Act), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of August 31, 2003, being the date of our most recently completed fiscal
  year. This evaluation was carried out under the supervision and with the participation
  of our Chief Executive Officer, Mr. Dennis Higgs and Ms. Aileen Lloyd, member
  of the audit committee. Based upon that evaluation, our Chief Executive Officer
  concluded that our disclosure controls and procedures are effective in timely
  alerting management to material information relating to us required to be included
  in our periodic SEC filings. There have been no significant changes in our internal
  controls or in other factors that could significantly affect internal controls
  subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  in our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and Chief Financial Officer, to allow timely decisions regarding required
  disclosure.

During our most recently completed fiscal year ended August
  31, 2003 there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

The term internal control over financial reporting
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant'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 and includes
  those policies and procedures that:

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 registrant are being made only in accordance with authorizations of
    management and directors of the registrant;and


Provide reasonable assurance regarding prevention or timely
  detection of unauthorized acquisition, use or disposition of the registrant's
  assets that could have a material effect on the financial statements.

ITEM 16.           
  [RESERVED]

36

---

ITEM 17.           
  FINANCIAL STATEMENTS

The financial statements as required under Item 17 are attached
  hereto and found immediately following the text of this Form 20-F. The Auditors
  Report of Morgan & Co., Chartered Accountants, for the audited financial
  statements is included herein immediately preceding the audited financial statements.

ITEM 18.           
  FINANCIAL STATEMENTS

Not applicable

ITEM 19.           
  EXHIBITS

**A.**Audited Consolidated Financial Statements and Financial Statement Schedules:

|Auditor's Report, dated October 9,
      2003;                                                              
|------------------------------------------------------------------------------------------------------------
|Consolidated Balance Sheet at 8/31/02
      and 8/31/03;                                                    
|Consolidated Statements of Operations
      and Deficit for the years ended 08/31/01, 08/31/02 and 08/31/03;
|Consolidated Statements
      of Cash Flow for the years ended 08/31/01, 08/31/02 and 08/31/03;             
|Notes to Consolidated Financial Statements                                                                  

B.            
  Exhibits

|Exhibit Number | Description                                                                                                                                   
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|2.1            | Notice
        of Annual and Special Meeting held January 30, 2003                                                                            
|31.1           | Certification
        of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;                                                       
|31.2           | Certification
        of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;                                                       
|32.1           | Certification
        of CEOPursuant to 18 U.S.C. Sect ion 1350, as Adopted Pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002.
|32.2           | Certification
        of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002.

37

---

Signatures

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

MIRANDA GOLD CORP.

Registrant

Date: December 31, 2003

By:/s/ Aileen Lloyd

Aileen Lloyd, Director

38

---



MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

---



AUDITORS' REPORT

To the Shareholders
  Miranda Gold Corp. 
  (Formerly Miranda Diamond Corp.)

We have audited the consolidated balance sheets of Miranda
  Gold Corp. (formerly Miranda Diamond Corp.) as at August 31, 2003 and 2002,
  and the consolidated statements of operations and deficit, and cash flows for
  the years ended August 31, 2003 and 2002. These consolidated financial statements
  are the responsibility of the Company's management. Our responsibility is to
  express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted
  auditing standards in Canada and the United States of America. Those standards
  require that we plan and perform an audit to obtain reasonable assurance whether
  the financial statements are free of material misstatement. An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as evaluating
  the overall financial statement presentation.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  August 31, 2003 and 2002, and the results of its operations and cash flows for
  the years ended August 31, 2003 and 2002, in accordance with Canadian generally
  accepted accounting principles. As required by the British Columbia Company
  Act, we report that, in our opinion, these principles have been applied on a
  consistent basis.

|Vancouver, B.C. | Morgan & Company   
|--------------- | ---------------------
|                |                      
|October 9, 2003 | Chartered Accountants



|Tel: (604) 687-5841 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

CONSOLIDATED BALANCE SHEETS

|                                   |   | AUGUST
      31 |  
|---------------------------------- | - | --------------- | -
|                                   |   | 2003            |  
|                                   |   |                 |  
|ASSETS                             |   |                 |  
|                                   |   |                 |  
|Current                            |   |                 |  
|Cash
      and short term deposits | $ | 289,750         |  
|Accounts
      receivable          |   | 7,217           |  
|Prepaid
      expenses             |   | 27,241          |  
|                                   |   | 324,208         |  
|                                   |   |                 |  
|Capital Assets(Note 2)             |   | 10,082          |  
|Mineral Properties(Note 3)         |   | 311,047         |  
|Deferred Exploration Expenditures  |   | 381,500         |  
|                                   |   |                 |  
|                                   | $ | 1,026,837       |  
|                                   |   |                 |  
|**LIABILITIES**                    |   |                 |  
|                                   |   |                 |  
|Current                            |   |                 |  
|Accounts
      payable             | $ | 24,304          |  
|                                   |   |                 |  
|SHAREHOLDERS EQUITY               |   |                 |  
|                                   |   |                 |  
|Share Capital(Note 4)              |   | 5,071,869       |  
|                                   |   |                 |  
|Special Warrants(Note 5)           |   | -               |  
|                                   |   |                 |  
|Contributed Surplus                |   | 96,967          |  
|                                   |   |                 |  
|Deficit                            |   | (4,166,303      | )
|                                   |   | 1,002,533       |  
|                                   |   |                 |  
|                                   | $ | 1,026,837       |  

|Approved by the Directors: |  |                       
|-------------------------- |  | ----------------------
|                           |  |                       
|                           |  |                       
|/s/
      Dennis Higgs     |  | /s/
      Aileen Lloyd

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

|                                                      |   | YEARS
      ENDED AUGUST 31 |  
|----------------------------------------------------- | - | --------------------------- | -
|                                                      |   | 2003                        |  
|                                                      |   |                             |  
|Expenses                                              |   |                             |  
|Amortization                                          | $ | 1,779                       |  
|Corporate
      finance services                      |   | 69,093                      |  
|Interest
      and foreign exchange                   |   | 7,960                       |  
|Investor
      relations                              |   | 37,038                      |  
|Office
      rent, telephone, secretarial and sundry  |   | 142,713                     |  
|Professional
      fees                               |   | 34,677                      |  
|Management
      fees                                 |   | 60,000                      |  
|Property
      examination costs                      |   | 17,537                      |  
|Stock
      based compensation                        |   | 54,148                      |  
|Travel
      and business promotion                   |   | 26,487                      |  
|Transfer
      agent and regulatory fees              |   | 28,521                      |  
|                                                      |   | 479,953                     |  
|Less:
      Interest income                           |   | (2,066                      | )
|                                                      |   |                             |  
|Loss Before The Following                             |   | 477,887                     |  
|                                                      |   |                             |  
|Write Off Of Abandoned Mineral Properties And Related |   |                             |  
|Exploration
      Expenditures                        |   | 34,839                      |  
|                                                      |   |                             |  
|Loss For The Year                                     |   | 512,726                     |  
|                                                      |   |                             |  
|Deficit, Beginning Of Year                            |   | 3,653,577                   |  
|                                                      |   |                             |  
|Deficit,
      End Of Year                            | $ | 4,166,303                   |  
|                                                      |   |                             |  
|Basic And
      Diluted Loss Per Share                | $ | 0.07                        |  
|                                                      |   |                             |  
|Weighted
      Average Number Of Shares Outstanding   |   | 7,868,244                   |  

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                            |   | YEARS
      ENDED |  
|----------------------------------------------------------- | - | ----------------- | -
|                                                            |   | AUGUST 31         |  
|                                                            |   | 2003              |  
|                                                            |   |                   |  
|Cash Flows From Operating Activities                        |   |                   |  
|Loss for the year                                           | $ | (512,726          | )
|Add (Deduct): Non-cash items:                               |   |                   |  
|Amortization                                                |   | 1,779             |  
|Stock
      based compensation                              |   | 54,148            |  
|Write
      off of abandoned mineral properties and related |   |                   |  
|exploration
      expenditures                              |   | 34,839            |  
|Shares
      issued as consideration for loan               |   | -                 |  
|                                                            |   | (421,960          | )
|Change In non-cash working
      capital items:             |   |                   |  
|Accounts
      receivable                                   |   | 4,694             |  
|Prepaid
      expenses                                      |   | (16,052           | )
|Accounts
      payable                                      |   | 14,661            |  
|                                                            |   | (418,657          | )
|                                                            |   |                   |  
|Cash Flows From Investing Activities                        |   |                   |  
|Capital assets                                              |   | (11,861           | )
|Mineral properties                                          |   | (134,126          | )
|Exploration expenditures                                    |   | (196,716          | )
|                                                            |   | (342,703          | )
|                                                            |   |                   |  
|Cash Flows From Financing Activities                        |   |                   |  
|Loan payable                                                |   | -                 |  
|Special warrant subscriptions
      received                |   | -                 |  
|Issue of share capital                                      |   | 790,255           |  
|Share issue costs                                           |   | (5,750            | )
|                                                            |   | 784,505           |  
|                                                            |   |                   |  
|Increase In Cash And Cash Equivalents                       |   | 23,145            |  
|                                                            |   |                   |  
|Cash And Cash Equivalents, Beginning Of Year                |   | 266,605           |  
|                                                            |   |                   |  
|Cash And
      Cash Equivalents, End Of Year                | $ | 289,750           |  

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING
  ACTIVITIES:

During the year ended August 31, 2003, the Company issued
  200,000 share purchase warrants at a fair value of $42,819 as part consideration
  under the mineral property option agreements described in notes 3(c) and 3(d).

During the year ended August 31, 2002, the Company issued
  72,000 units at a fair value of $0.20 per unit as part commission for the private
  placement described in Note 4(c), and 330,000 common shares at a fair value
  of $0.20 per share as part consideration under the mineral property option agreements
  described in Note 3(b).

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|1. | a) | NATURE OF OPERATIONS
      The Company is in the process of exploring its mineral
        properties and has not yet determined whether the properties contain ore
        reserves that are economically recoverable.
      The recoverability of amounts shown as mineral properties
        and related deferred exploration expenditures is dependent upon the discovery
        of economically recoverable reserves, confirmation of the Company's interest
        in the underlying mineral claims, and the ability of the Company to obtain
        profitable production or proceeds from the disposition thereof.
|-- | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | b) | SIGNIFICANT ACCOUNTING
        POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |    | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |    | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |    | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |    | iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

| | b) | SIGNIFICANT ACCOUNTING POLICIES (Continued)
| | -- | -------------------------------------------
| |    |                                            
| |    | v)                                         
| |    |                                            
| |    | vi)                                        
| |    |                                            
| |    | vii)                                       
| |    |                                            
| |    | viii)                                      
| |    |                                            
| |    |                                            
| |    |                                            
| |    |                                            
| |    |                                            
| |    |                                            

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|1. | b)             | SIGNIFICANT ACCOUNTING
        POLICIES (Continued)
|-- | -------------- | ---------------------------------------------------
|   |                |                                                    
|   |                | ix)                                                
|   |                |                                                    
|2. | CAPITAL ASSETS

| |                    | 2003 |        |  | 2002 |             
| | ------------------ | ---- | ------ |  | ---- | ------------
| |                    |      |        |  |      | ACCUMULATED 
| |                    |      | COST   |  |      | AMORTIZATION
| |                    |      |        |  |      |             
| | Computer equipment | $    | 11,861 |  | $    | 1,779       

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|3. | MINERAL PROPERTIES
|-- | ------------------
|   |                   
|   |                   
|   | a)                
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   | b)                
|   |                   
|   |                   

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|**3.** | MINERAL PROPERTIES(Continued)
|------ | -----------------------------
|       |                              
|       | b)                           

| |  | **PROPERTY**             |   | CASH   | SHARES                |   |         |   |  |         | 
| |  | ------------------------ | - | ------ | --------------------- | - | ------- | - |  | ------- | 
| |  |                          |   |        |                       |   |         |   |  |         | 
| |  | Lac Leran $              | $ | 23,000 | 165,000 common shares |   |         |   |  |         | 
| |  | Lac Pigeon $             | $ | 23,000 | 165,000 common shares |   |         |   |  |         | 
| |  | Lac Leran #2 $           | $ | 129    | -                     |   |         |   |  |         | 
| |  | Lac Pigeon #2 $          | $ | 5,271  | -                     |   |         |   |  |         | 
| |  | Lac Joubert $            | $ | 4,341  | -                     |   |         |   |  |         | 
| |  | Lac Orillat $            | $ | 4,978  | -                     |   |         |   |  |         | 
| |  | Lac Herve $              | $ | 27,700 | -                     |   |         |   |  |         | 
| |  | Lac Square Rock $        | $ | 7,500  | -                     |   |         |   |  |         | 
| |  | Lac Taffanel $           | $ | 6,000  | -                     |   |         |   |  |         | 
| |  |                          |   |        |                       |   |         |   |  |         | 
| |  | Total consideration paid |   |        |                       | $ | 197,919 | $ |  | 126,719 | 

| |    |                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                     |  |  |  |  |  | 
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
| |    | In addition, an annual advance royalty payment of $15,000
      is payable under the Lac Leran and Lac Pigeon property agreements.                                                                             |                                                                                                                                                                                                                                                                                     |  |  |  |  | 
| |    |                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                     |  |  |  |  |  | 
| | c) | Hercules Project, Imperial Mine Property, and Gilman Property,
      Nevada                                                                                                                                    |                                                                                                                                                                                                                                                                                     |  |  |  |  | 
| |    |                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                     |  |  |  |  |  | 
| |    | The Company has entered into an option agreement for the acquisition
      of a 100% interest in the three mineral properties in Nevada. Consideration
      payable under the option agreement is as follows: |                                                                                                                                                                                                                                                                                     |  |  |  |  | 
| |    |                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                     |  |  |  |  |  | 
| |    | i)                                                                                                                                                                                                             | In connection with the signing of the agreement and its acceptance by
      the TSX Venture Exchange, US$20,000 in cash and warrants to purchase 100,000
      shares at $0.25 for two years. US$5,000 due upon signing the agreement and
      the balance payable within 90 days. |  |  |  |  |  | 



---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|3. | MINERAL PROPERTIES (Continued)
|-- | ------------------------------
|   |                               
|   |                               
|   | c)                            
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|3. | MINERAL PROPERTIES (Continued)
|-- | ------------------------------
|   |                               
|   |                               
|   | d)                            
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|       |                               
|------ | ------------------------------
|3.     | MINERAL PROPERTIES (Continued)
|       |                               
|       | e)                            
|       |                               
|       |                               
|       |                               
|       |                               
|       |                               
|       |                               
|       |                               
|       |                               
|       |                               
|       |                               
|**4.** | SHARE CAPITAL                 
|       |                               
|       | a)                            
|       |                               
|       | b)                            

| |  |                                                        | NUMBER          |  |   |               |  
| |  | ------------------------------------------------------ | --------------- |  | - | ------------- | -
| |  |                                                        | OF
      SHARES |  |   | CONSIDERATION |  
| |  |                                                        |                 |  |   |               |  
| |  | Balance, August 31, 2001                               | 1,692,260       |  | $ | 3,537,764     |  
| |  |                                                        |                 |  |   |               |  
| |  | Shares issued on conversion of special warrants        | 527,500         |  |   | 52,750        |  
| |  | Shares issued for cash pursuant to a private placement | 2,500,000       |  |   | 500,000       |  
| |  | Shares issued for commissions                          | 72,000          |  |   | 14,400        |  
| |  | Shares issued pursuant to property option agreement    | 330,000         |  |   | 66,000        |  
| |  | Less: Share issue costs                                | -               |  |   | (30,800       | )
| |  |                                                        |                 |  |   |               |  
| |  | Balance, August 31, 2002                               | 5,121,760       |  |   | 4,140,114     |  

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|4. | SHARE CAPITAL(Continued)
|-- | ------------------------
|   |                         
|   | b)                      
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   | c)                      

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|4. | SHARE CAPITAL(Continued)
|-- | ------------------------
|   |                         
|   | d)                      
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         

| |  |                          |           |   |   | WEIGHTED |  
| |  | ------------------------ | --------- | - | - | -------- | -
| |  |                          |           |   |   | AVERAGE  |  
| |  |                          |           |   |   | EXERCISE |  
| |  |                          | SHARES    |   |   | PRICE    |  
| |  |                          |           |   |   |          |  
| |  | Balance, August 31, 2001 | -         |   | $ | -        |  
| |  |                          |           |   |   |          |  
| |  | Granted                  | 369,000   |   |   | 0.14     |  
| |  |                          |           |   |   |          |  
| |  | Balance, August 31, 2002 | 369,000   |   |   | 0.14     |  
| |  |                          |           |   |   |          |  
| |  | Granted                  | 976,000   |   |   | 0.25     |  
| |  | Exercised                | (40,000   | ) |   | (0.14    | )
| |  |                          |           |   |   |          |  
| |  | Balance, August 31, 2003 | 1,305,000 |   | $ | 0.22     |  

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|4. | SHARE CAPITAL(Continued)
|-- | ------------------------
|   |                         
|   | e)                      

| |  | NUMBER    |  |   | PRICE |  |                   | 
| |  | --------- |  | - | ----- |  | ----------------- | 
| |  | OF        |  |   | PER   |  | EXPIRY            | 
| |  | SHARES    |  |   | SHARE |  | DATE              | 
| |  |           |  |   |       |  |                   | 
| |  | 1,721,000 |  | $ | 0.12  |  | January 7, 2004   | 
| |  | 2,569,000 |  | $ | 0.27  |  | July 11, 2004     | 
| |  | 150,000   |  | $ | 0.25  |  | October 16, 2004  | 
| |  | 135,000   |  | $ | 0.24  |  | November 8, 2004  | 
| |  | 300,000   |  | $ | 0.26  |  | January 20, 2005  | 
| |  | 750,000   |  | $ | 0.28  |  | February 18, 2005 | 
| |  | 100,000   |  | $ | 0.40  |  | March 13, 2005    | 
| |  | 2,200,000 |  | $ | 0.30  |  | April 8, 2005     | 

|5. | SPECIAL WARRANTS                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                            
|   | Balance, August 31, 2001                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                            
|   | Issued for cash                                                                                                                                                                                                                                                                                                                                                                            
|   | Converted to common shares                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                            
|   | Balance, August 31, 2002                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                            
|   | Converted to common shares                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                            
|   | Balance, August 31, 2003                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                            
|   | Each special warrant entitled the holder
        to receive one unit, with each unit consisting of one common share and
        one non-transferable share purchase warrant entitling the holder to purchase
        an additional common share at $0.12 to January 7, 2004. During the year
        ended August 31, 2003, the remaining special warrants were converted to
        units.

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|**5.** | STOCK BASED COMPENSATION
        The Company has elected to adopt the intrinsic value based method
          for employee awards according to the CICA Handbook Section 3870. Any
          consideration paid by the option holders to purchase shares is credited
          to share capital.
        In fiscal 2003, the fair value of each option granted to employees
          and directors has been estimated as of the date of grant using the Black-Scholes
          option pricing model with the following assumptions: risk-free rate
          of 5.25%; dividend yield 0%; volatility of 133%; and 4.0 years of expected
          lives. The weighted average fair value of options granted as of August
          31, 2003 is $0.21.
        Based on the computed option values and the number of options issued
          to employees and directors, had the Company recognized compensation
          expense, the following would have been its effect on the Companys
          loss for the year and loss per share:
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Loss for the year (as reported)    | $ | (509,536 | )
| | ---------------------------------- | - | -------- | -
| | Pro-forma                          | $ | (658,625 | )
| |                                    |   |          |  
| | Basic loss per share (as reported) | $ | (0.06    | )
| | Pro-forma                          | $ | (0.08    | )

|**7.** | RELATED PARTY TRANSACTIONS
|------ | --------------------------
|       |                           
|       | a)                        
|       |                           
|       | b)                        
|       |                           
|       | c)                        
|       |                           
|       | d)                        

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|**8.** | INCOME TAXES
      At August 31, 2003, for Canadian income tax purposes,
        the Company has approximately $23,000 of undeducted expenditures for tax
        purposes expiring through August 2007 relating primarily to share issue
        costs, cumulative Canadian exploration and development expenses of approximately
        $535,000, which can be carried forward indefinitely, and approximately
        $1,973,000 of non-capital losses available for income tax purposes to
        reduce taxable income of future years that expire as follows:
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                                                                                                                                                                      | 2004 | $ | 414,000   | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | - | --------- | 
| |                                                                                                                                                                                                                      | 2005 |   | 341,000   | 
| |                                                                                                                                                                                                                      | 2006 |   | 206,000   | 
| |                                                                                                                                                                                                                      | 2007 |   | 134,000   | 
| |                                                                                                                                                                                                                      | 2008 |   | 168,000   | 
| |                                                                                                                                                                                                                      | 2009 |   | 279,000   | 
| |                                                                                                                                                                                                                      | 2010 |   | 431,000   | 
| |                                                                                                                                                                                                                      |      |   |           | 
| |                                                                                                                                                                                                                      |      | $ | 1,973,000 | 
| |                                                                                                                                                                                                                      |      |   |           | 
| | At August 31, 2003, the Company also
        has non-capital loss carryforwards of approximately $578,000 which can
        be applied to reduce income earned in the United States which expire as
        follows:

| |                                                                                                                                                                                                      | 2009 | $ | 2,000   | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | - | ------- | 
| |                                                                                                                                                                                                      | 2011 |   | 107,000 | 
| |                                                                                                                                                                                                      | 2017 |   | 212,000 | 
| |                                                                                                                                                                                                      | 2018 |   | 186,000 | 
| |                                                                                                                                                                                                      | 2020 |   | 39,000  | 
| |                                                                                                                                                                                                      | 2023 |   | 32,000  | 
| |                                                                                                                                                                                                      |      |   |         | 
| |                                                                                                                                                                                                      |      | $ | 578,000 | 
| |                                                                                                                                                                                                      |      |   |         | 
| | The ability of the Company to use the
        losses that expire prior to 2023 may be impacted by the application of
        provisions contained in the Internal Revenue Code of the United States.

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|**7.** | INCOME TAXES(Continued)
      Future income taxes reflect the net tax effects of the
        temporary differences between the carrying amounts of assets and liabilities
        for financial reporting purposes and the amounts used for income tax purposes.
        Significant components of the Companys future tax assets as of August
        31 are as follows:
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                                                          |   | 2003     |   |   | 2002     |  
| | -------------------------------------------------------------------------------------------------------- | - | -------- | - | - | -------- | -
| |                                                                                                          |   |          |   |   |          |  
| | Non-capital loss carryforwards                                                                           | $ | 750,000  |   | $ | 756,000  |  
| | Share issue costs                                                                                        |   | 9,000    |   |   | 10,000   |  
| | Resource deductions                                                                                      |   | 203,000  |   |   | 179,000  |  
| | Total future assets                                                                                      |   | 962,000  |   |   | 945,000  |  
| | Valuation allowance                                                                                      |   | (962,000 | ) |   | (945,000 | )
| |                                                                                                          |   |          |   |   |          |  
| | Net future assets                                                                                        | $ | -        |   | $ | -        |  
| |                                                                                                          |   |          |   |   |          |  
| | A reconciliation of the Companys effective income tax
      rate to the federal statutory rate follows:

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | 2003     |   |   | 2002     |  
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------- | - | - | -------- | -
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |          |   |   |          |  
|       | Tax at statutory rate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $ | (194,000 | ) | $ | (112,000 | )
|       | Amortization of share issue costs for tax and accounting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | (3,000   | ) |   | (2,000   | )
|       | Effect on change in tax rate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | 38,000   |   |   | 88,000   |  
|       | Foreign earnings subject to different tax rates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | 12,000   |   |   | -        |  
|       | Stock based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | 21,000   |   |   | -        |  
|       | Temporary difference for which no new tax benefit has                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |          |   |   |          |  
|       | been recognized                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | 126,000  |   |   | 26,000   |  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |          |   |   |          |  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | $ | -        |   | $ | -        |  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|**9.** | SUBSEQUENT EVENT
      Subsequent to August 31, 2003, the Company sold several
        of its mineral properties in the Otish Mountain area of Quebec. A total
        of 486 claims were sold comprising a total of 60,804 acres and include
        the Lac Joubert, Lac Orillat, Lac Herve, Lac Square Rock, Lac Taffanel,
        and Lac Leran #2 properties. These properties are described in Note 3(b).
      The Company sold a 100% interest in these properties
        for net proceeds of $55,100 and the retention of a 1% net smelter return
        and gross overriding royalty.

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|**10.** | MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED
        STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
      The Company prepares its financial statements in accordance
        with accounting principles generally accepted in Canada (Canadian
        GAAP), which differ in certain respects from those principles that
        the Company would have followed had its financial statements been prepared
        in accordance with accounting principles generally accepted in the United
        States (US GAAP). The major differences between Canadian and
        US GAAP, which affect the Companys financial statements, are described
        below, and their effect on the financial statements is summarized as follows:
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                             |   | 2003      |   |   | 2002      |  
| | ----------------------------------------------------------- | - | --------- | - | - | --------- | -
| |                                                             |   |           |   |   |           |  
| | Loss in accordance with Canadian GAAP                       | $ | (512,726  | ) | $ | (278,800  | )
| |                                                             |   |           |   |   |           |  
| | Deduct:                                                     |   |           |   |   |           |  
| | Mineral property costs incurred in
      the year and       |   |           |   |   |           |  
| | capitalized                                                 |   | (176,945  | ) |   | (126,719  | )
| | Deferred exploration expenditures                           |   | (196,716  | ) |   | (10,716   | )
| | Stock based compensation                                    |   | -         |   |   | -         |  
| |                                                             |   |           |   |   |           |  
| | Add:                                                        |   |           |   |   |           |  
| | Mineral property costs written off
      in the period that |   |           |   |   |           |  
| | would
      have been expensed in a prior period            |   | 34,839    |   |   | -         |  
| |                                                             |   |           |   |   |           |  
| | Loss in accordance with US GAAP                             | $ | (851,548  | ) | $ | (416,235  | )
| |                                                             |   |           |   |   |           |  
| |                                                             |   | 2003      |   |   | 2002      |  
| |                                                             |   |           |   |   |           |  
| | Loss per share (US GAAP)                                    | $ | (0.11     | ) | $ | (0.18     | )
| |                                                             |   |           |   |   |           |  
| | Weighted average shares outstanding (US GAAP)               |   | 7,868,244 |   |   | 2,257,436 |  

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|**10.** | MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY
          ACCEPTED ACCOUNTING PRINCIPLES (GAAP)(Continued)
        Statement of Cash Flows in Accordance with US GAAP
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                          |   | 2003      |   |   | 2002     |  
| | -------------------------------------------------------- | - | --------- | - | - | -------- | -
| |                                                          |   |           |   |   |          |  
| | Cash flows from operating activities                     |   |           |   |   |          |  
| | Loss in accordance with US GAAP                          | $ | (851,548  | ) | $ | (416,235 | )
| |                                                          |   |           |   |   |          |  
| | Adjustments to reconcile loss to net cash used by        |   |           |   |   |          |  
| | operating activities                                     |   |           |   |   |          |  
| | Amortization                                             |   | 1,779     |   |   | -        |  
| | Shares and warrants
      issued for other than cash     |   | 42,819    |   |   | 66,000   |  
| | Stock based compensation                                 |   | 54,148    |   |   | -        |  
| |                                                          |   |           |   |   |          |  
| | Change in non-cash working capital
      items:          |   |           |   |   |          |  
| | Accounts
      receivable                                |   | 4,694     |   |   | (6,395   | )
| | Prepaid expenses                                         |   | (16,052   | ) |   | (2,189   | )
| | Accounts
      payable                                   |   | 14,661    |   |   | (6,153   | )
| |                                                          |   | (749,499  | ) |   | (364,972 | )
| |                                                          |   |           |   |   |          |  
| | Cash flows from investing activities                     |   |           |   |   |          |  
| | Capital assets                                           |   | (11,861   | ) |   | -        |  
| |                                                          |   |           |   |   |          |  
| | Cash flows from financing activities                     |   |           |   |   |          |  
| | Loan payable                                             |   | -         |   |   | (70,000  | )
| | Special warrant
      subscriptions received             |   | -         |   |   | 200,000  |  
| | Issue of share capital                                   |   | 790,255   |   |   | 500,000  |  
| | Share issue costs                                        |   | (5,750    | ) |   | (16,400  | )
| |                                                          |   | 784,505   |   |   | 613,600  |  
| |                                                          |   |           |   |   |          |  
| | Increase (Decrease) in cash                              | $ | 23,145    |   | $ | 248,628  |  
| |                                                          |   |           |   |   |          |  
| |                                                          |   | 2003      |   |   | 2002     |  
| |                                                          |   |           |   |   |          |  
| | Shareholders equity (deficiency)  Canadian
      GAAP  | $ | 1,002,533 |   | $ | 633,787  |  
| | Mineral properties and deferred exploration expenditures |   | (692,547  | ) |   | (353,725 | )
| |                                                          |   |           |   |   |          |  
| | Shareholders equity (deficiency)  US GAAP              | $ | 309,986   |   | $ | 280,062  |  

---

MIRANDA GOLD CORP. (Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002

|**10.** | MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES (GAAP)(Continued)
|------- | ------------------------------------------------------------------------------------------------------------------------

| |                                                                  |   | 2003     |   |   | 2002     |  
| | ---------------------------------------------------------------- | - | -------- | - | - | -------- | -
| |                                                                  |   |          |   |   |          |  
| | Mineral properties and deferred exploration expenditures
       |   |          |   |   |          |  
| | Canadian GAAP                                                    | $ | 692,547  |   | $ | 353,725  |  
| | Mineral properties and deferred exploration expenditures         |   |          |   |   |          |  
| | expensed per US GAAP                                             |   | (692,547 | ) |   | (353,725 | )
| |                                                                  |   |          |   |   |          |  
| | Mineral properties and deferred exploration expenditures        |   |          |   |   |          |  
| | US GAAP                                                          | $ | -        |   | $ | -        |  

| |  | i)  | Under Canadian GAAP, companies have the option to
        defer mineral exploration expenditures on prospective properties until
        such time as it is determined that further work is not warranted, at which
        point property costs would be written off. Under US GAAP, all exploration
        expenditures are expensed until an independent feasibility study has determined
        that the property is capable of commercial production. At this stage,
        the Company has not yet identified economically recoverable reserves on
        any of its properties. Accordingly, under US GAAP, all exploration costs
        incurred are expensed.
| |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | ii) | Effective September 1, 2002, the Company adopted
        the new CICA accounting standard in respect of stock based compensation.
        This new standard is substantially identical to United States GAAP. Under
        US GAAP, had the Company elected to recognize stock based compensation
        based on the estimated fair value of stock options granted, results would
        have been as follows:                                                                                                                                                                                                                                                         

| |  |  | August 31, 2003             |   |            |  
| |  |  | --------------------------- | - | ---------- | -
| |  |  | Loss for the year  US GAAP | $ | (1,000,638 | )
| |  |  | Loss per share              |   | (0.13      | )
| |  |  |                             |   |            |  
| |  |  | August 31, 2002             |   |            |  
| |  |  | Loss for the year  US GAAP |   | (480,776   | )
| |  |  | Loss per share              |   | (0.21      | )

---