OMB
Number: 3235-0288

Expires: April 30,
2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal
year ended August 31, 2014



OR

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

For the transition
period from ______ to ______



OR

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





Commission File Number 000-27760



MIRANDA GOLD CORP.

(Exact name of Registrant as specified in its
charter)



BRITISH COLUMBIA, CANADA

(Jurisdiction of Incorporation or organization)

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

(Address of Principal Executive Offices)

Len
Goldsmith, +1-604-536-2711 (telephone) +1-604-536-2788 (facsimile),

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

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



SEC 1852 (01-12)1





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

|Title of each Class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|None                |  | N/A                                      



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

|Common Shares, without par value |                 
|-------------------------------- | ----------------
|                                 | (Title of Class)
|                                 |                 

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

|N/A             
|----------------
|(Title of Class)







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

74,140,252
common shares

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

Yes £	No T

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

Yes £	No T

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes TNo£

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).

N/A	Yes£No£

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

Large
accelerated filer£Accelerated filer£Non-accelerated filer T

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

U.S.
GAAP£International
Financial Reporting Standards as issued	Other£

| |  | By the International Accounting Standards
Board T
| |  | -------------------------------------------------

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

Item
17£Item
18£

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

Yes £	No T



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

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

N/A	Yes £	No £

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Table
of Contents



|Glossary of terms AND ABBREVIATIONS                                        | 3 
|-------------------------------------------------------------------------- | --
|NOTE ON FORWARD LOOKING INFORMATION                                        | 9 
|CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES | 11
|ITEM 1   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS             | 13
|ITEM 2   OFFER STATISTICS AND EXPECTED TIMETABLE                           | 13
|ITEM 3   KEY INFORMATION                                                   | 13
|A.    Selected Financial Data                                              | 13
|B.    Capitalization and Indebtedness                                      | 14
|C.    Reasons for the Offer and Use of Proceeds                            | 14
|D.    Risk Factors                                                         | 14
|ITEM 4   INFORMATION ON MIRANDA                                            | 21
|A.    History and Development of Miranda                                   | 21
|B.    Business Overview                                                    | 24
|C.    Organizational Structure                                             | 24
|D.    Property                                                             | 25
|ITEM 4A   UNRESOLVED STAFF COMMENTS                                        | 50
|ITEM 5   - OPERATING AND FINANCIAL REVIEW AND PROSPECTS                    | 51
|A.    Operating Results                                                    | 51
|B.    Liquidity and Capital Resources                                      | 52
|C.    Research and Development, Patents and Licenses                       | 53
|D.    Trend Information                                                    | 53
|E.    Off-Balance Sheet Arrangements                                       | 54
|F.    Tabular Disclosure of Contractual Obligations                        | 54
|G.   Safe Harbor                                                           | 54
|ITEM 6   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                        | 55
|A.    Directors and Senior Management                                      | 55
|B.     Compensation                                                        | 57
|C.    Board Practices                                                      | 59
|D.    Employees                                                            | 62
|E.    Share Ownership                                                      | 62
|ITEM 7   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                 | 65
|A.    Major Shareholders                                                   | 65
|B.    Related Party Transactions                                           | 66
|C.    Interests of Experts and Counsel                                     | 67
|ITEM 8   FINANCIAL INFORMATION                                             | 67
|A.   Consolidated Statements and Other Financial Information               | 67
|B.   Significant Changes                                                   | 67
|ITEM 9   THE OFFER AND LISTING                                             | 67
|A.   Offer and Listing Details                                             | 67

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|B.   Plan of Distribution                                                         | 68
|--------------------------------------------------------------------------------- | --
|C.   Markets                                                                      | 69
|D.    Dilution                                                                    | 69
|E.    Expenses of the Issue                                                       | 69
|ITEM 10   ADDITIONAL INFORMATION                                                  | 69
|A.    Share Capital                                                               | 69
|B.    Memorandum and Articles of Association                                      | 69
|C.    Material Contracts                                                          | 69
|D.    Exchange Controls                                                           | 69
|E.    Taxation                                                                    | 70
|F.    Dividends and Paying Agents                                                 | 76
|G.    Statement by Experts                                                        | 77
|H.    Documents on Display                                                        | 77
|I.    Subsidiary Information                                                      | 77
|ITEM 11   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK              | 77
|ITEM 12   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                  | 77
|ITEM 13   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                         | 78
|ITEM 14   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS                | 78
|ITEM 15   CONTROLS AND PROCEDURES                                                 | 78
|ITEM 15T   CONTROLS AND PROCEDURES                                                | 79
|ITEM 16   [RESERVED]                                                              | 79
|ITEM 16A   AUDIT COMMITTEE FINANCIAL EXPERT                                       | 79
|ITEM 16B   CODE OF ETHICS                                                         | 79
|ITEM 16C   PRINCIPAL ACCOUNTANT FEES AND SERVICES                                 | 80
|ITEM 16D   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES             | 80
|ITEM 16E   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 80
|ITEM 16F   CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT                           | 81
|ITEM 16G   CORPORATE GOVERNANCE                                                   | 81
|ITEM 16H   MINE SAFETY DISCLOSURE                                                 | 81
|ITEM 17    FINANCIAL STATEMENTS                                                   | 82
|ITEM 18    FINANCIAL STATEMENTS                                                   | 82
|ITEM 19   EXHIBITS                                                                | 82



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Glossary
of terms AND ABBREVIATIONS

|Advance Royalty                   | The prepayment of a designated amount (the advance royalty) prior to actual mine production. The advance royalty payments may be deductible from future production royalties.                                                                                                                                                                     
|--------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Agnico                            | Agnico-Eagle (USA) Limited is a subsidiary of Agnico-Eagle Mines Limited a mining company listed on the Toronto Stock Exchange. The Company had an option agreement with Agnico on the Ester Dome project until it was terminated in September 2012, and since January 23, 2013, has an alliance agreement in Colombia (the “Colombian Alliance”).
|AHI                               | Alaska Hardrock Inc., a State of Alaska corporation, and the lessor of a parcel of patented and State of Alaska mining claims referred to as “Willow Creek”.                                                                                                                                                                                      
|Alluvial                          | A placer formed by the action of running water, as in a stream channel or alluvial fan; also said of the valuable mineral (e.g. gold or diamond) associated with an alluvial placer.                                                                                                                                                              
|Alteration                        | Refers to process of changing primary rock minerals (such as quartz, feldspar and hornblende) to secondary minerals (quartz, carbonate, and clay minerals) by hydrothermal fluids (hot water).                                                                                                                                                    
|ANM                               | Agencia Nacional de Minera of Colombia                                                                                                                                                                                                                                                                                                            
|Anomaly                           | A geological feature distinguished by geophysical or geochemical means, which is different from the general surroundings and is often of potential economic value.                                                                                                                                                                                
|Antioquia Gold                    | Antioquia Gold Inc. is a mining exploration company listed on the Toronto Venture Exchange with an exploration focus in Colombia.                                                                                                                                                                                                                 
|Assay                             | An analysis to determine the presence, absence and quantity of one or more metallic components.                                                                                                                                                                                                                                                   
|Au/t                              | Gold per ton                                                                                                                                                                                                                                                                                                                                      
|Barrick                           | Barrick Gold U.S. Inc. is a subsidiary of Barrick Gold Corporation a mining company listed on the Toronto and New York Stock Exchanges.  Barrick is a former partner of the Company on the Red Hill and Fuse properties.                                                                                                                          
|Basement                          | Generally of igneous and metamorphic rocks, overlain unconformably by sedimentary strata.                                                                                                                                                                                                                                                         
|Battle Mountain-Eureka Gold Trend | The Battle Mountain-Eureka Gold Trend is about 10 miles wide and 160 miles long. It is sub-parallel to and about 50 miles west of the Carlin Trend. Deep crustal features are believed to be responsible for these trends.                                                                                                                        
|BLM                               | Bureau of Land Management                                                                                                                                                                                                                                                                                                                         
|Breccia                           | A coarse–grained clastic rock composed of angular broken fragments                                                                                                                                                                                                                                                                                
|Carbonate rocks                   | Limestone or other rocks whose major component is CaCO3                                                                                                                                                                                                                                                                                           
|Carlin-style gold system          | A type of gold deposit characterized by microscopic gold disseminated in fine grained silty limestone.  This deposit type was first recognized in Carlin, Nevada. “System” refers to the larger area of alteration that surrounds such a deposit.                                                                                                 

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|Carlin Gold Trend       | North-central Nevada is home to the Carlin Gold Trend, a northeast alignment of gold deposits, primarily in Paleozoic limey sediments, that is about 10 miles wide and 100 miles long.  Carlin refers to a style of mineralization that is seen around the world.                                                        
|----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|CIM                     | The Canadian Institute of Mining, Metallurgy and Petroleum                                                                                                                                                                                                                                                               
|CIM Standards           | The CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council as amended.                                                                                                                                                                                                                
|Claim                   | Means a mining title giving its holder the right to prospect, explore for and exploit minerals within a defined area.                                                                                                                                                                                                    
|Colombian Alliance      | On January 23, 2013, Miranda signed a strategic alliance agreement with Agnico (which superseded a non-binding letter of intent signed July 17, 2012) for precious metal exploration in Colombia (the “Colombian Alliance”). The Colombian Alliance calls for shared funding between Agnico and Miranda on a 70/30 ratio.
|Cortez Gold Trend       | The Cortez Gold Trend is a west-northwest trending internal segment of the central portion of the Battle Mountain-Eureka Gold Trend.  The Cortez Gold Trend is approximately 5 miles wide and 20 miles long.                                                                                                             
|Cretaceous              | A period of geological time ranging from approximately 145 to 65 million years before present.                                                                                                                                                                                                                           
|CSAMT                   | Controlled Source Audio-frequency Magnetotellurics is a commonly-used, surface-based geophysical method which provides resistivity information of the subsurface.                                                                                                                                                        
|Diamond Drill           | A type of rotary drill in which the cutting is done by abrasion rather than by percussion. The drill cuts a core of rock which is recovered in long cylindrical sections.                                                                                                                                                
|Dike                    | A tabular intrusion, meaning it is sheet- or slab-like, and which cuts across or through the host rocks. Dikes vary from a few inches to many tens of feet in thickness and may extend for several miles.                                                                                                                
|Epithermal              | Hydrothermal mineral deposit formed within 1 kilometer of the earth’s surface, in the temperature range of 50–200°C.                                                                                                                                                                                                     
|ExpoGold                | ExpoGold Colombia S.A. is the optionor of the Pavo Real and Cajamarca projects in Colombia.                                                                                                                                                                                                                              
|Fault                   | A break, or breaks in rocks with noticeable movement or displacement of the rocks on either side of the break.                                                                                                                                                                                                           
|Feasibility Study       | A detailed engineering study to determine if a property can be mined at a profit and the best way to mine it.                                                                                                                                                                                                            
|Geochemical exploration | Exploration or prospecting methods depending on chemical analysis of the rocks or soil, or of soil gas or of plants.                                                                                                                                                                                                     
|Geological mapping      | A means of producing graphical images in plan
        (a map) of the geology (rock and fault contacts and alteration for example).                                                                                                                                                                                       

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|Geophysics                     | Geological exploration or prospecting using the instruments and applying the methods of physics and engineering; exploration by observation of seismic or electrical phenomena or of the earth’s gravitational or magnetic fields or thermal distribution.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Gold Torrent                   | Gold Torrent Inc., is a corporation existing under the laws of the State of Nevada, and a party to a November 5, 2014, exploration agreement with Miranda regarding the formation of a joint venture on the Willow Creek project in Alaska.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Gravity highs                  | Gravity surveys measure the relative density of earth materials. Gravity highs are relatively high-density responses. In gravel-covered terrains gravity highs are inferred as relatively shallow rocks. Gravity lows in gravel-covered terrains are inferred as more deeply buried rocks.                                                                                                                                                                                                                                                                                                                                                                                                 
|Hectare                        | A square of 100 meters on each side, or 2.471 acres                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Horst                          | An elongate block of up faulted rock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Hydrothermal                   | Processes associated with heated or superheated water, especially mineralization or alteration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Igneous Rock                   | Rock which formed directly by crystallization from magma.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Indicated Mineral Resource     | The term “indicated mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be established with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
|Inferred Mineral Resource      | The term “inferred mineral resource” refers to that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.                                                                                                                                                                                                                                   
|Intrusion                      | A general term for a body of igneous rock formed below the surface.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Intrusive                      | The process of, and rock formed by, intrusion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Induced Polarization (“IP”)    | A method of ground geophysical surveying employing an electrical current to determine certain rock characteristics indicative of or related to mineralization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Low sulfidation                | A name applied to gold deposits comprising banded quartz veins that are characterized by no clear association with an intrusive.  Low (and high) sulfidation refers to the chemical state of fluids that produce these veins.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Magneto Telluric survey (“MT”) | A survey designed to test the basement depths, and prominent faults, the results of which guide drilling targets in pediment areas.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|MAD I                      | Miranda Gold Colombia I is the Company’s B.C. holding company that holds the Company’s share interests in MAD II, Rovira Mining Limited (formerly MAD III), MAD IV, and MAD V.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|MAD II                     | Miranda Gold Colombia II is a B.C. company with a Colombian branch that is the Company’s exploration arm in Colombia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|MAD III                    | Miranda Gold Colombia III is a B.C. company with a Colombian branch that is the optionee of the Company’s Pavo Real project in Colombia.  Red Eagle changed the name of the Company to Rovira Mining Limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|MAD IV                     | Miranda Gold Colombia IV is a B.C. company with a Colombian branch of that was the lessee of the Company’s Cajamarca project in Colombia, prior to its termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|MAD V                      | Miranda Gold Colombia V is a B.C. company organized to hold a mineral property lease on the Cerro Oro project in Colombia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Measured Mineral Resource  | The term “measured mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
|Mercury soil gas anomalies | Many gold deposits produce associated mercury gas.  Mercury gas anomalies refer to mercury gas measurements of interest to gold exploration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Mineral Reserve            | The term “mineral reserve” refers to the economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. The study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that might occur when the material is mined.                                                                                                                                                                                                     
|Mineral Resource           | The term “mineral resource” refers to a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.                                                                                                                                                                                                                                                
|Mineralization             | A mineralized body or mineralization as defined by the Securities and Exchange Commission has been intersected by sufficient closely spaced drill holes and/or sampling to support the definition of sufficient tonnage and average grade of metal(s) to warrant further exploration-development work. This mineralized body does not qualify as a commercially mineable ore body, as prescribed under Securities and Exchange Commission standards, until a final and comprehensive economic, technical and legal feasibility study based upon the test results is concluded and supports Proven/Probable Reserves.                                                                                             

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|Mineralized deposit        | A mineralized body which has been delineated by drilling and/or underground sampling to support the definition of tonnage and average grade of metal(s).  Under SEC standards, such a deposit does not qualify as a reserve until comprehensive evaluation, based on unit cost, grade, recoveries and other factors, concludes economic feasibility.                                           
|-------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Montezuma                  | Montezuma Mines Inc. is a mineral exploration company.  The Company has an option agreement with Montezuma on the Red Canyon property.                                                                                                                                                                                                                                                         
|Navaho                     | Navaho Gold PTY Ltd. is a subsidiary of D’Aguilar Gold Limited an Australian listed mineral company.  The Company had an option agreement with Navaho on the TAZ property.                                                                                                                                                                                                                     
|Net Smelter Return (“NSR”) | A return based on the actual sale price received less the cost of refining at an off-site refinery.                                                                                                                                                                                                                                                                                            
|Nevada North               | Nevada North Resources (USA) Inc. is a private company that is the lessor of the Coal Canyon and Red Hills properties.  Ken Cunningham, Miranda’s CEO is entitled to 10% of any receipts Nevada North receives from the Coal Canyon and Red Hills properties.                                                                                                                                  
|Newmont                    | Newmont USA Limited, a subsidiary of Newmont Mining Corporation was a former partner on Miranda’s Red Canyon property.                                                                                                                                                                                                                                                                         
|NI 43-101                  | National Instrument 43-101 defines and regulates public disclosure in Canada for mineral projects and it relies on resource and reserve classification as defined by CIM.                                                                                                                                                                                                                      
|NuLegacy                   | NuLegacy Gold Corporation a mineral exploration company listed on the TSX.V.  The Company had an option agreement with NuLegacy on the Red Hill and Coal Canyon properties.                                                                                                                                                                                                                    
|oz Au/t                    | Troy ounces of gold per short (also known as imperial) ton.                                                                                                                                                                                                                                                                                                                                    
|Option agreement           | An agreement with a company or another party who can exercise certain options and increase their interest in a property by making periodic payments to the optionor by exploring, developing, or producing from the optionor’s property.                                                                                                                                                       
|Ounce (troy)               | 31.103 grams                                                                                                                                                                                                                                                                                                                                                                                   
|Ore                        | Naturally occurring material from which minerals or metals of economic value can be extracted at a profit.                                                                                                                                                                                                                                                                                     
|Oxide                      | Means mineralized rock in which some of the original minerals have been oxidized (i.e., combined with oxygen). Oxidation is an important geologic process for the precious metals industry as it tends to make the ore more porous and permits a more complete permeation of cyanide solutions so that minute particles of gold in the interior of the minerals will be more readily dissolved.
|Ppb                        | Parts per billion                                                                                                                                                                                                                                                                                                                                                                              
|Ppm                        | Parts per million                                                                                                                                                                                                                                                                                                                                                                              
|Prism                      | Prism Resources Inc. is a junior exploration corporation listed on the NEX board of the TSX Venture Exchange.  Its focus is on earning its interest in the Cerro Oro Project with a view to reactivate to the TSX Venture Exchange.                                                                                                                                                            

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|Pathfinder                      | Trace elements, generally including arsenic, antimony, mercury, and thallium, associated with gold that may have a wider dispersion than gold and thus indirectly provide a vector (or a path) to gold ore.                                                                                                                                                                                       
|------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Pediment                        | Gently inclined planate erosion surfaces carved in bedrock and generally veneered with fluvial gravels.  They occur between mountain fronts and valleys or basin bottoms and commonly form extensive bedrock surfaces over which the erosion products from the retreating mountain fronts are transported to the basins.                                                                          
|Qualified Person                | The term “qualified person” refers to an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization.
|Ramelius                        | Ramelius Resources Ltd. a company listed on the ASX.  The Company had an option agreement with Ramelius on the Angel Wing property and also had an option agreement on the Big Blue property until it was terminated in fiscal 2012.                                                                                                                                                              
|Range                           | Range Minerals Inc. is a private Alaskan corporation and was the lessor of the Ester Dome project.                                                                                                                                                                                                                                                                                                
|RCC                             | Red Canyon Corporation, the lessor of the Red Canyon project.                                                                                                                                                                                                                                                                                                                                     
|Red Eagle                       | Red Eagle Mining Corporation is a mineral exploration company listed on the TSX.V.  Red Eagle is the Company’s partner in MAD III (Rovira) and MAD IV.                                                                                                                                                                                                                                            
|Resistivity survey              | A geophysical technique which measures the electrical resistivity between a set of spaced electrodes to generate a profile of subsurface geology.                                                                                                                                                                                                                                                 
|Reverse-circulation or RC drill | A rotary percussion drill in which the drilling mud and cuttings return to the surface through the interior of the drill pipe.                                                                                                                                                                                                                                                                    
|Royalty interest                | Generally, a percentage interest that is tied to some production unit such as a tonne of concentrate or ounces of gold produced.  A common form of royalty interest is based on the net smelter return.                                                                                                                                                                                           
|SA                              | Shareholder’s Agreement - an agreement that defines the funding and management of a private company.  The Company entered into SA’s with Red Eagle on MAD III (“Pavo Real”) and MAD IV (“Cajamarca”).                                                                                                                                                                                             
|Sample                          | A small amount of material that is supposed to be typical or representative of the object being sampled.                                                                                                                                                                                                                                                                                          
|Sedimentary                     | A rock formed from cemented or compacted sediments.                                                                                                                                                                                                                                                                                                                                               
|Sediments                       | The debris resulting from the weathering and breakup of pre-existing rocks.                                                                                                                                                                                                                                                                                                                       
|Sedimentary rock                | Rock formed by the process of erosion and deposition.                                                                                                                                                                                                                                                                                                                                             
|Shale                           | A sedimentary rock consisting of silt or clay-sized particles cemented together.                                                                                                                                                                                                                                                                                                                  

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|Silicification     | Alteration process involving the introduction of or replacement by, silica, generally resulting in the formation of fine–grained quartz, chalcedony, or opal, which may fill pores and replace existing minerals.                                                                                                                                                                     
|------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SPA                | Share Purchase Agreement - an agreement that defines the terms of purchase of shares of a private company.  The Company entered into SPA’s with Red Eagle on MAD III (“Pavo Real”) and MAD IV (“Cajamarca”).                                                                                                                                                                          
|Stockwork          | A large number of cross-cutting veins and veinlets.                                                                                                                                                                                                                                                                                                                                   
|Strike             | When used as a noun, means the direction, course or bearing of a vein or rock formation measured on a level surface and, when used as a verb, means to take such direction, course or bearing.                                                                                                                                                                                        
|Strike length      | Means the longest horizontal dimension of a geologic feature such as an orebody or zone of mineralization.                                                                                                                                                                                                                                                                            
|Sulphide (Sulfide) | A compound of sulphur (sulfur) and some other metallic element.                                                                                                                                                                                                                                                                                                                       
|Tertiary           | The first period of the Cenozoic, after the Cretaceous and before the Quatenary, beginning about 63 million years ago.                                                                                                                                                                                                                                                                
|Teslin River       | Teslin River Resources Corp. (formerly Queensgate Resources Corporation) – a former partner on the BPV, CONO and Coal Canyon properties. Queensgate merged with Teslin River Resources Corp. and now trades on the TSX.V. The Company owned 300,000 shares of Teslin as of August 31, 2012, until returning them to Teslin in November 2012, as part of the Mustang property purchase.
|TSX.V              | The TSX Venture Exchange                                                                                                                                                                                                                                                                                                                                                              
|Ton                | Short (also known as imperial) ton (2,000 pounds)                                                                                                                                                                                                                                                                                                                                     
|Tonne              | Metric (also known as long) tonne (1.102 short tons, 2,240 pounds)                                                                                                                                                                                                                                                                                                                    
|Tuff               | Consolidated or cemented volcanic ash. Sometimes used as a general term for all consolidated pyroclastic rocks.                                                                                                                                                                                                                                                                       
|Vein               | Generally, a fissure in the earth containing a body of minerals.                                                                                                                                                                                                                                                                                                                      
|Volcaniclastic     | Refers to fragments derived from volcanic sources (which may be transported some distance from their place of origin).                                                                                                                                                                                                                                                                
|White Bear         | White Bear Resources Ltd. and the Company had option agreements on the Iron Point and Angel Wing properties.  The Company owns 200,000 shares of White Bear that trade on the TSX.V.                                                                                                                                                                                                  



NOTE ON
FORWARD LOOKING INFORMATION

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



9 | P a g e







- The Company’s strategies and objectives;
- The Company’s interest and other expenses;
- The Company’s tax position and the tax rates applicable to us;
- Political  unrest or  instability  in foreign countries and its impact on the Company’s
foreign assets;
- The  timing  of  decisions   regarding   the  timing  and 
costs  of construction and production with respect to, and the issuance of the necessary permits and other authorizations
required for, certain of the Company’s exploration development projects;
- The Company’s  estimates  of the  quantity  and quality of the Company’s
mineral reserves and resources;
- The Company’s planned  capital  expenditures  and the Company’s estimates of reclamation
and other costs related to environmental protection;
- The Company’s future capital costs, including the costs and potential  impact of complying with
existing and proposed environmental laws and regulations in the operation and closure of various operations;
- The Company’s financial and operating objectives;
- The Company’s exploration, environmental, health and safety initiatives;
- The availability  of  qualified   employees  for  the Company’s 
operations; and
- The outcome of legal proceedings and other disputes in which we are involved.



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



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

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

| | o | unusual  or  unexpected  geological  formations,
| | - | ------------------------------------------------

| | o | unanticipated  metallurgical  difficulties,
| | - | -------------------------------------------

| | o | ground control problems,
| | - | ------------------------

| | o | adverse weather  conditions, and
| | - | --------------------------------

| | o | process  upsets  and  equipment   malfunctions;
| | - | -----------------------------------------------

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

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

| | · | Risks created through competition for mining properties;
| | - | --------------------------------------------------------

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

| | · | Risks associated with mineral reserve and resource estimates;
| | - | -------------------------------------------------------------

- Risks posed by fluctuations in exchange rates and interest rates, as well as general economic  conditions;
- Risks associated with  environmental compliance and changes in  environmental  legislation 
and  regulation;
- Risks associated with dependence on third party consultants and non-performance by  contractual  
counterparties;

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

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

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

| | · | Risks associated with tax reassessments and legal proceedings;
| | - | --------------------------------------------------------------

| | · | Risks associated with the loss of key personnel;
| | - | ------------------------------------------------

| | · | Risk related to indemnification of officers and directors;
| | - | ----------------------------------------------------------

| | · | Risks related to having limited financial resources;
| | - | ----------------------------------------------------

| | · | Risk of dilution to present and prospective shareholdings;
| | - | ----------------------------------------------------------

| | · | Credit risk; and
| | - | ----------------

| | · | Share price fluctuation risk.
| | - | -----------------------------



10 | P a g e





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



- General business and economic conditions;
- Interest rates and foreign exchange rates;
- The  supply  and  demand  for,  deliveries  of,  and the  level 
and volatility  of prices of gold and silver;
- The timing of the receipt of regulatory and  governmental  approvals for the Company’s development
projects and other operations;
- The  availability  of  financing  for the Company’s  development  projects 
on reasonable terms;
- The Company’s costs of production and the Company’s production and productivity  levels,
as well as those of the Company’s competitors;
- The Company’s ability to secure adequate transportation for the Company’s products;
- The Company’s ability to procure  mining  equipment and operating  supplies in sufficient
quantities and on a timely basis;
- The Company’s ability to attract and retain skilled staff;
- The  impact of  changes  in foreign exchange rates on the Company’s costs and results;
- Engineering and construction timetables and capital costs for the Company’s development
and expansion projects;
- Costs of closure of various operations;
- Market competition;
- The accuracy of the Company’s reserve  estimates  (including,  with respect to size,
grade and recoverability) and the geological,  operational and price assumptions on which these are based;
- Tax benefits and tax rates;
- The resolution of environmental  and other  proceedings or disputes; and
- Ongoing relations with the Company’s employees and with the Company’s business
partners.

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



CAUTIONARY
NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES



The
mineral estimates in this Annual Report on Form 20-F have been prepared in accordance with the requirements of the securities laws
in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral reserve”,
“proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance
with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the
Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources
and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States
Securities and Exchange Commission (“SEC”) Industry Guide 7 under the United States Securities Act of 1993, as amended
(the “Securities Act”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility
study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate
reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.





11 | P a g e





In addition,
the terms “mineral resource”, “measured mineral resource”, “indicated mineral
resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101;
however, these terms are not defined terms under
SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC.
Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted
into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great
uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred
mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources
may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume
that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of
“contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally
only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7
standards as in place tonnage and grade without reference to unit measures.



Accordingly,
information contained in this Annual Report on Form 20-F and the documents incorporated by reference herein contain descriptions
of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting
and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

12 | P a g e





PART I

ITEM 1	IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

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

ITEM 2	OFFER
STATISTICS AND EXPECTED TIMETABLE

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

ITEM 3	KEY
INFORMATION

|A. |  | Selected Financial Data
|-- |  | -----------------------

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

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

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

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

For the Year Ended August 31

|                                                      | 2014       | 2013       | 2012       | 2011      
|----------------------------------------------------- | ---------- | ---------- | ---------- | ----------
|                                                      | $          | $          | $          | $         
|Operating Revenue                                     | Nil        | Nil        | Nil        | Nil       
|Loss for the year                                     | 2,752,090  | 3,215,753  | 3,638,037  | 3,698,003 
|Loss per share:
        basic and diluted             | (0.04)     | (0.05)     | (0.07)     | (0.07)    
|Total assets                                          | 5,274,980  | 7,939,762  | 5,889,880  | 9,072,206 
|Total liabilities                                     | 208,012    | 295,788    | 232,792    | 178,392   
|Working capital                                       | 4,561,243  | 7,201,737  | 5,249,511  | 8,415,324 
|Net assets                                            | 5,066,968  | 7,643,974  | 5,657,088  | 8,893,814 
|Capital stock/share capital                           | 29,667,503 | 29,652,503 | 26,591,533 | 26,502,488
|Dividends per share                                   | Nil        | Nil        | Nil        | Nil       
|Weighted average number
        of shares outstanding | 74,061,896 | 67,673,299 | 52,927,922 | 52,435,384



13 | P a g e





The following
table sets out the average noon rates of exchange for the Canadian dollar for the years ended August 31, 2010 through to August
31, 2014.

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

|                                   | Average  
|---------------------------------- | ---------
|                                   | Noon rate
|For the Year Ended August 31, 2014 | 1.078    
|For the Year Ended August 31, 2013 | 1.011    
|For the Year Ended August 31, 2012 | 1.009    
|For the Year Ended August 31, 2011 | 0.989    
|For the Year Ended August 31, 2010 | 1.045    



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

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

|     | June
        2014 | July
        2014 | August
        2014 | September 2014 | October
        2014 | November 2014
|---- | ----------------- | ----------------- | ------------------- | -------------- | -------------------- | -------------
|High | 1.0849            | 1.0757            | 1.0944              | 1.1042         | 1.1255               | 1.1364       
|Low  | 1.0815            | 1.0713            | 1.0900              | 1.0978         | 1.1175               | 1.1292       



The value of
the noon U.S. Dollar in relation to the Canadian Dollar was $1.1625 as of December 16, 2014.

|B. |  | Capitalization and Indebtedness
|-- |  | -------------------------------

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

|C. |  | Reasons for the Offer and Use of Proceeds
|-- |  | -----------------------------------------

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

|D. |  | Risk Factors
|-- |  | ------------

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

14 | P a g e





Exploration Funding partner and Option
to Joint Venture Risks

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

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

Enactment of Government Legislation
May Significantly Affect the Mining Industry

In the U.S., certain of Miranda’s
exploration properties occur on unpatented lode mining claims that are on federal lands that are subject to federal mining and
other public land laws. Changes in such laws or regulations promulgated under such laws could affect mine development and expansion
and significantly increase regulatory obligations and compliance costs with respect to exploration, mine development, mine operations
and closure and could prevent or delay certain operations by the Company. Members of the United States Congress have repeatedly
introduced bills which would supplant or alter the provisions of the United States General Mining Law of 1872 (the “General
Mining Law”). If enacted, such legislation could change the cost of holding unpatented mining claims and could significantly
impact our ability to develop mineralized material on unpatented mining claims. Such bills have proposed, among other things, to
either eliminate or greatly limit the right to a mineral patent and to impose a federal royalty on production from unpatented mining
claims. Although we cannot predict what legislated royalties might be, the enactment of these proposed bills could adversely affect
the potential for development of unpatented mining claims and the economics of existing operating mines on federal unpatented mining
claims. Passage of such legislation could adversely affect our financial performance.



Possible country risk doing
business in Colombia

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

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

15 | P a g e









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



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



Estimates of mineral resources and recovery
rates may not be accurate



Miranda’s estimates of resources should
not be interpreted as assurances of mine life or of the profitability of current or future operations. Miranda estimates its mineral
resources in accordance with the requirements of applicable Canadian securities regulatory authorities and established mining standards.
Mineral resources are concentrations or occurrences of minerals that are judged to have reasonable prospects for economic extraction,
but for which the economics of extraction cannot be assessed, whether because of insufficiency of geological information or lack
of feasibility analysis, or for which economic extraction cannot be justified at the time of reporting. Consequently, mineral resources
are of a higher risk and are less likely to be accurately estimated or recovered than mineral reserves. The mineral resource figures
are estimates based on the interpretation of limited sampling and subjective judgments regarding the grade and existence of mineralization,
as well as the application of economic assumptions, including assumptions as to operating costs, foreign exchange rates and future
metal prices. The sampling, interpretations or assumptions underlying any reserve or resource figure may be incorrect, and the
impact on mineral resources may be material. In addition, short term operating factors relating to mineral resources, such as the
need for orderly development of ore bodies or the processing of new or different ores, may cause mineral resource estimates to
be modified or operations to be unprofitable in any particular fiscal period. There can be no assurance that the indicated amount
of minerals will be recovered or that they will be recovered at the prices assumed for purposes of estimating resources.



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

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



| | · | the identification of potential mineralization based on surficial analysis;
| | - | ---------------------------------------------------------------------------



| | · | availability of government-granted exploration permits;
| | - | -------------------------------------------------------



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



| | · | the capital available for exploration.
| | - | --------------------------------------



16 | P a g e





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



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

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



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



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



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



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



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



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



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



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



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



17 | P a g e







Financial Risk

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

18 | P a g e





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

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

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

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

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

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

Dependence on Key Personnel



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



Reliance
on Independent Contractors

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



Competition

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

Compliance with Government Regulations

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



19 | P a g e





Risks Associated with Mining

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

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

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

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

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

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



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

20 | P a g e









RISKS RELATED TO MIRANDA’S SECURITIES
AND THIS OFFERING

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

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

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



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

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

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



The market price of Miranda’s
common shares has ranged from a high of $0.20 and a low of $0.085 during the twelve month period ended November 30, 2014. See “Market
for Common Equity and Related Shareholder Matters”.

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

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



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



21 | P a g e





Substantial Number of Authorized
but Unissued Shares

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

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



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



ITEM 4	INFORMATION
ON MIRANDA

A.	History and Development of Miranda

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

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

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

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

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

22 | P a g e





Principal capital expenditures / divestitures
over the last three fiscal years

Fiscal year ended August 31,
2012

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



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



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



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



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

During the year ended August 31, 2012,
Miranda allowed the following claims and leases to lapse: the PPM claims and the Fresno project.

Fiscal year ended August 31,
2013

On September 25, 2012, Agnico terminated its
earn-in agreement on the Ester Dome project in Alaska. Miranda, in turn, terminated the lease with Range on September 26, 2012,
and wrote off the residual asset of $52,865.



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

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



On January 23, 2013, Miranda signed a
strategic alliance agreement with Agnico (which superseded a non-binding letter of intent signed July 17, 2012) for precious metal
exploration in Colombia (the “Colombian Alliance”). The Colombian Alliance calls for shared funding between Agnico
and Miranda on a 70/30 ratio.

On January 25, 2013, NuLegacy terminated
its earn-in agreement on the Red Hill and Coal Canyon projects.

In January 2013, Miranda entered into
a lease agreement on the Cerro Oro project in Colombia, and negotiated an agreement in principle with Prism to earn-in on the project,
which was replaced by a conditional share purchase agreement in June 2013.

On April 12, 2013, Miranda purchased
the Minagrande project in the Antioquia department, Colombia.

On June 20, 2013, Navaho met its requirements
and terminated the earn-in agreement on the TAZ project; and Miranda, in turn, allowed the claims to lapse.



During the year ended August 31, 2013,
Miranda allowed the following claims and leases to lapse: Angel Wing claims and lease; Coal Canyon claims and lease; Fuse claims;
HOG claims; Rook claims; TAZ claims; and Ester Dome claims and lease.

23 | P a g e





Fiscal year ended August 31,
2014 and subsequent

On September 16, 2013, the Company announced
that its exploration funding partner at Red Canyon, Montezuma, had completed its 2013 drill campaign at Red Canyon. Montezuma drilled
three reverse circulation holes in the Wall structural corridor for a total of 2,170 ft.

On October 5, 2013, Ramelius terminated
their exploration and option to enter into a joint venture agreement on the Angel Wing project in Nevada. Miranda contemporaneously
terminated the Angel Wing lease.

On October 8, 2013, the Company announced
that Red Eagle, its funding partner at Pavo Real in Colombia has identified a new area of mineralization associated with close-spaced
dikes, veins and hydrothermal breccias within a large (500 m by 500 m) gold and multi-element soil anomaly that was detected using
Mobile Metal Ion (MMI) assaying techniques.

On October 25, 2013, with effect from
October 1, 2013, the Company and Agnico amended the Colombian Alliance agreement whereby the three year exploration budget would
be reduced, and in consideration for this reduction, the area of interest in Colombia was reduced.

On November 15, 2013, the Company signed
a lease agreement with AHI, granting Miranda the exclusive right to enter, explore, prospect, drill, develop, mine, mill, refine,
store, process, and/or remove and market mineral products from the claims as defined in the lease, known as the Willow Creek project
in Alaska.

On December 13, 2013, the Company sent a "notice
of default" to Montezuma, advising of their failure to make the underlying lease payment to RCC, and on December 27, 2013,
sent another notice to Montezuma advising Montezuma that Miranda had paid the underlying lease payment to RCC of US$100,000, and
that RCC had levied a 10% penalty on the lease payment. The Company and Montezuma are in discussions regarding this Agreement.



On January 14, 2014, the Company announced that
Red Eagle has continued to expand and enhance a new area of mineralization associated with closed-spaced rhyolite dikes, veins
and hydrothermal breccias and a large gold and multi-element soils anomaly at Pavo Real.



On April 2, 2014, the Company announced that
a contract for the Cerro Oro project, Colombia was issued by ANM. Miranda now controls approximately 1,100 hectares at Cerro Oro
of which 711 hectares are controlled through an exploration contract with the remainder being held through an application.



On May 7, 2014, the Company terminated the option
agreement with ExpoGold on the Cajamarca property.



On May 13, 2014, the Company announced the acquisition
of the Oribella project, in the Antioquia Department of Colombia. This new project lies about 40km southwest of Medellin and was
acquired through a purchase agreement with Antioquia Gold, and comprises approximately 10,700 hectares including one exploration
license and one application on which the technical study is complete and the canon fees already paid.



On June 23, 2014, the Company entered into an
exploration and option to enter into a joint venture agreement with Prism whereby Prism can earn a 51% interest in the Cerro Oro
gold-silver project in Colombia. Prism must finance exploration related expenditures of US$4 million to earn a 51% interest in
the Cerro Oro property and through additional financing can earn an additional 19% for a total interest of 70%. Prism issued 200,000
common shares to Miranda and reimbursed US$90,000 for underlying lease payments paid by Miranda. To maintain the lease, annual
escalating payments that total $625,000 over five years will be required and thereafter annual payments of $135,000. The project
is also subject to a 1.2% production royalty and a per ounce gold bonus for a measured and indicated NI 43-101-compliant resource.



On October 23, 2014, the Company announced that
it had filed an NI 43-101 compliant technical report supporting the independently estimated initial resource for the Willow Creek
Coleman deposit, comprising a Measured and Indicated resource of 62,100 troy ounces gold contained in 78,700 tonnes at an average
grade of 24.6 g Au/t and an additional 4,100 troy
ounces contained in 5,300 tonnes at an average grade of 24.2 g Au/t in the Inferred category. All resource categories use a cutoff
of 7.0 g Au/t.

24 | P a g e









On November 5, 2014, the Company signed a definitive
agreement with Gold Torrent, replacing the letter of intent previously signed on its Willow Creek project in Alaska that supersedes
the letter of intent signed on August 6, 2014. Under the terms of the agreement, Gold Torrent will be the operator of the joint
venture; Gold Torrent will sole fund the first US$10 million (“Initial Capital”) of expenditures on the joint venture
to incrementally earn a 70% interest in the joint venture at which time Miranda will have a 30% interest in the joint venture;
the parties will proportionately fund any capital expenditures in excess of the Initial Capital (“Excess Capital”);
and the Company will receive 10% of the distributable cash flow until Gold Torrent is repaid its Initial capital, Miranda will
then receive 20% of the distributable cash flow until Gold Torrent is repaid its share of Excess Capital and finally 30% of the
cash flow thereafter.



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

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



B.	Business Overview

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

The majority of the Company’s exploration
projects are in Nevada, one project is in Alaska, and a group of projects are in Colombia. The Nevada projects include the Kibby
Flats project located in Esmeralda County; the Red Canyon and Red Hill projects located in Eureka County; the Iron Point project
located in Humboldt County; and the Mustang project located in Nye County. The Willow Creek project is located in Alaska.

The Company’s projects in Colombia
include the Pavo Real, Minagrande, Cerro Oro, and Oribella.

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

C.	Organizational Structure

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

25 | P a g e





Organization Chart:





|D. |  | Property
|-- |  | --------

Overview of Projects

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

Data disclosed in this Annual Report
on Form 20-F, including sampling, analytical and test data, have been reviewed and verified by Executive Vice President and Director
Joseph Hebert, C.P.G., B.Sc. Geology and Qualified Person as defined by National Instrument 43-101.

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



Miranda’s exploration funds are expended
on generative exploration programs, principally in Nevada in the USA and in Colombia, to identify prospective areas for staking
and subsequent option to a partner to fund continued exploration.



The majority of Miranda’s option agreements
require the funding partner to fund a minimum exploration program in each agreement year and all of those agreement commitments
are found in the notes of the audited consolidated financial statements for the year ended August 31, 2014.



As at the date of this Form 20-F, the Red Canyon
property in Nevada, the Willow Creek project in Alaska, the Pavo Real project and the Cerro Oro project in Colombia are funded
and explored under funding agreements. Miranda is currently seeking funding partners for the Iron Point, Kibby Flats, Mustang and
Red Hill projects in Nevada.



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

26 | P a g e







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



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



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



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



MIRANDA’S
ALASKA PROPERTY

Cautionary
Note to U.S. Investors –In this Annual Report, we use the terms “mineral resource”, “measured mineral
resource”, “indicated mineral resource” and “inferred mineral resource”, which are geological and
mining terms as defined in accordance with NI 43-101 under the guidelines adopted by CIM, as CIM Standards in Mineral Resources
and Reserve Definition and Guidelines adopted by the CIM. US investors in particular are advised to read carefully the definitions
of these terms as well as the “Cautionary Note to U.S. Investors Regarding Resource and Reserve Estimates” above.

Joint
Venture Agreement

On November 5, 2014, the Company signed
a definitive agreement with Gold Torrent on its Willow Creek project in Alaska that supersedes the letter of intent signed on August
6, 2014. Under the terms of the agreement, Gold Torrent will be the operator of the joint venture; Gold Torrent will sole fund
the first US$10 million (“Initial Capital”) of expenditures on the joint venture to incrementally earn a 70% interest
in the joint venture at which time Miranda will have a 30% interest in the joint venture; the parties will proportionately fund
any capital expenditures in excess of the Initial Capital (“Excess Capital”); and the Company will receive 10% of the
distributable cash flow until Gold Torrent is repaid its Initial capital, Miranda will then receive 20% of the distributable cash
flow until Gold Torrent is repaid its share of Excess Capital and finally 30% of the cash flow thereafter.

Gold
Torrent is now initiating discussions with the permitting agencies as well as all other stakeholders affected by the development
of the Willow Creek project. By utilizing pre-existing roads and tunnels and off-site processing, the operation is expected to
have small visual and physical impacts.

27 | P a g e





Willow
Creek Property

The following summary has been reproduced
from a technical report titled “Technical Report on the Willow Creek Project, Matanuska-Susitna Borough, Alaska” dated
September 30, 2014 (the “Willow Creek Report”) by David Linebarger, RM SME of Linebarger Consulting LLC. The Willow
Creek Report was written in compliance with disclosure and reporting requirements set forth in the National Instrument 43-101 –
Standards of Disclosure for Mineral Projects (“NI 43-101”) adopted by Canadian Securities Administrators. The author
is a “Qualified Person” as the term is defined in NI 43-101 and is considered “independent” for the purposes
of NI 43-101.

The Willow Creek Report has been electronically
filed with regulators and is incorporated herein by reference. The Willow Creek Report is available on SEDAR at www.sedar.com under
the Corporation’s profile and is incorporated by reference in this Annual Report on Form 20-F.

The summary of the
Willow Creek Report provided below is extracted from the Willow Creek Report.



“ 1. Summary



| | 1.1 | Introduction
| | --- | ------------



Linebarger Consulting LLC (“LCLLC”)
has prepared this technical report on the Willow Creek Project in Matanuska-Susitna Borough, Alaska, at the request of Miranda
Gold Corp. (“Miranda”).

The purpose of this report is to provide
a technical summary of the Willow Creek Project, including the first estimate of the Mineral Resources for the Coleman zone. It
contains Inferred mineral resources where limited sampling and reasonable assumptions regarding geological and grade continuity
have been applied, but not verified by drilling. Mineral resources are not mineral reserves and do not have demonstrated economic
viability.

This report was written in compliance
with disclosure and reporting requirements set forth in the Canadian Securities Administrators’ National Instrument 43-101,
Companion Policy 43-101CP, and Form 43-101F1.



| | 1.2 | Property Description and Ownership
| | --- | ----------------------------------



The Willow Creek Project is located within
the historic Willow Creek Mining District in south central Alaska, 121 km (75 miles) northeast of Anchorage. The center of the
Willow Creek district is 32 km (20 miles) north of the Knik Arm, a northeastern extension of Cook Inlet. The Willow Creek Project
lies along the southwestern margin of the Talkeetna Mountains, and includes the historic Lucky Shot, War Baby, Coleman and Murphy
mines and prospects. The Willow Creek Project is situated 40 km (25 mi.) northeast of the town of Willow, in Matanuska-Susitna
Borough, Alaska. See Figure 1.1.

The Willow Creek Project can be directly
accessed by the well maintained Hatcher Pass – Willow-Fishhook road to Craigie Creek road. Willow, 40 km (25 miles) west
is the nearest community. Supply centers may be available in Wasilla, approximately 1 hour south of the project site.

Miranda paid Alaska Hardrock Inc. (AHI),
the property owner, an initial payment of $50,000 on November 15, 2013 followed by a subsequent payment of $100,000 to secure the
first year lease. The term of the lease is eighty years. The lease includes 75 patented claims and 62 state claims covering approximately
3,561.2 hectares (8,800 acres).

The lease is subject to annual payments
of $150,000 and if production is achieved, a two (2) percent net smelter return royalty from production derived from patented lands
and a four (4) percent royalty from state claims. Miranda will pay AHI the annual lease payment until such time as a combination
of lease payments and royalties exceeds $2.7 million, after which only royalty payments are required. The lease includes the Coleman,
Lucky Shot, War Baby, Murphy, Nippon and Gold Bullion properties. Refer to Figure 1.2.

28 | P a g e







Figure 0.1 - Willow Creek Project Location















29 | P a g e





Figure 0.2 – Willow Creek Project Land
Status Map







(Source: Miranda, 2014)



There are no permits relative to exploration
or mining activities that are currently (2014) in place. Full Metal Minerals (“FMM”) a predecessor of Miranda had permits
in place for exploration drilling, and test mining and milling of 10,000 tons from the Coleman Mine and Lucky Shot Mine during
the period they held the property between 2005 and 2009. Authorization for simple exploration activities may be acquired without
extensive environmental baseline work. All exploration permits for the Lucky Shot project would be issued by the State of Alaska,
not the federal government, and would not require public notice.

The Willow Creek Project has no outstanding
environmental liabilities but if a historic tailings pond was incorporated into new mining a reported cyanide plume would require
a monitoring program including aquifer test wells.



| | 1.3 | Geology and Mineralization
| | --- | --------------------------



The Lucky Shot vein is characterized by four
vein segments or blocks of the same vein transected by northwest high-angle post-mineral faults. The four segments from west to
east are the Coleman, the Lucky Shot, the War Baby and Murphy. See Figure 1.3.

30 | P a g e







Figure 0.3 - Willow Creek Project Vein Segments
(looking north)



|E
|-









(Source: Full Metal Minerals, 2008)

Historic mining was conducted on the Coleman,
Lucky Shot and War Baby segments; the Murphy is a new vein segment discovered by FMM drilling. The strike and depth of the Murphy
vein is unknown.



Mineralization in the district can be classified
as mesothermal gold veins. Other districts with mesothermal veins including the Mother Lode gold belt of California have extensive
strike and dip extent and high grades averaging over 34.24 g/t (1 oz/ton).



The Lucky Shot mesothermal vein is hosted in
shears within the Late Cretaceous Willow Creek quartz-diorite pluton on the southern margin of the Talkeetna Batholith. The main
quartz vein in the Willow Creek Project area has an azimuth of about 277o with a variable dip from 20 to 45o
north-northeast. Within the Coleman zone the average thickness of the vein is 0.83 m, ranging in thickness from 0.25 to 3.5 m (0.82
to 11.5 ft.) in an area 400 m by 250 m (1300 by 820 ft.). Vein widths range from 0.6 m (2 ft.) to 4.3 m (14 ft.) wide In the Lucky
Shot mine, up to 3.7 m (12 ft.) wide in the War Baby, and are up to 0.98 m (3.2 ft.) in the Murphy Block (Stoll, 1997). The vein
zone contains a network of 1 to 3 anastomosing veins. The majority of the vein is composed of massive, white to gray-blue quartz
with two percent sulfides and visible gold. Banded textures and crosscutting healed breccias are common. Visible gold primarily
occurs along or near quartz vein margins and less commonly as particles in joints within the vein. Gray-blue quartz indicates an
abundance of sulfide or telluride. The sulfides include pyrite, arsenopyrite, chalcopyrite, galena, and tetrahedrite. Some of the
fine-grained sulfides are associated with gold, and tellurides can be indicative of higher gold grades. Minor calcite and ankerite
are noted as gangue with quartz. The veins have 4 m (13 ft.) wall rock alteration selvages with abundant chlorite, sericite, pyrite,
calcite and carbonate and narrower selvages of intense sericite ± silicification. Quartz-diorite wall rock contained within
the vein is seriticized and silicified. The veins are both broken and well healed locally. The wall rock contact of the vein is
usually sheared and clayey and the vein breaks cleanly away from the footwall or hanging wall quartz-diorite in workings.

31 | P a g e









| | 1.4 | Exploration and Mining History
| | --- | ------------------------------



The Coleman zone of the Lucky Shot Mine was
initially explored and mined by the company Willow Creek Mines during the early 1940’s. Mining was ended by the war act of
early World War II and shortages of labor and low capital availability after the war inhibited reopening the mine. The company
Enserch Exploration explored the Coleman zone as part of their larger program exploring the Lucky Shot vein in the 1980’s.
FMM’s explored Lucky Shot vein segments and conducted a small development and test mining program on the Coleman vein segment
between 2005 and 2009. FMM suspended operation and ventured the project to Harmony Gold due to financial problems.



Until 1959 the Willow Creek district was the
third largest lode gold producer in Alaska after the Chichagof and the A-J Mines in southeast Alaska. Early development in the
Matanuska-Susitna Valley and the construction of the Alaska Railroad contributed to the development of gold and additional discoveries
in the Willow Creek District (Capps, 1940). The Lucky Shot segment of the vein was discovered in 1918. The majority of the production
from the district occurred between 1909 and 1942. The Lucky Shot Mine is credited with the production of greater than 250,000 ounces
of gold before being shut down by the War Act during World War II.



| | 1.5 | Drilling and Sampling
| | --- | ---------------------



During the field seasons 2005 through 2009,
FMM completed exploration and drilling on their Lucky Shot Gold Project. The exploration program discovered and outlined a broad
zone of mineralized quartz veins south-west of and up dip from the historic Coleman workings.



FMM drilled a total of 180 core drillholes between
2005 and 2009 on their Lucky Shot Project. One hundred and seventy-three core drillholes (173) were in the Lucky Shot mine area
and seven (7) core drillholes were drilled near the Nippon Mine.



| | 1.6 | Metallurgical Testing
| | --- | ---------------------



The Willow Creek district contains deposits
of free milling ores that have historically reported up to 97% recoveries using simple gravity and flotation.



FMM completed gravity testing that resulted
in recoveries of up to 78.3%. Flotation testing by FMM was either not completed or results are not available.



| | 1.7 | Mineral Resource Estimation
| | --- | ---------------------------



The mineral resource estimate presented in this
report is generated from drill hole sample data and interpretation of a geologic model which is related to the spatial distribution
of the gold mineralization. Interpretation characteristics have been defined based upon the geology, drill hole spacing and geostatistical
analysis of the data. The resources have been classified by their proximity to sample locations (drill holes) and are reported
in accordance with standards set by NI43-101. Analysis of the drill sample database shows that it is complete, well maintained
and acceptable for the purposes of resource estimation. The resource model has been developed in accordance with accepted industry
standards resulting in a mineral resource defined within the Measured, Indicated and Inferred categories.



The Willow Creek Project – Coleman Zone
- Mineral Resources is presented in Table 1.1. The 7 g/t cutoff for gold mineralization is suggested as an operating cutoff grade
and is based upon assumptions derived from operations with similar characteristics, scale and location. This report includes estimates
for mineral resources. There are no mineral reserves prepared or reported.

32 | P a g e









Table 0.1 - Willow Creek Project – Coleman
Zone - Mineral Resources

|Measured                     
|-----------------------------
|Cutoff Grade
        (g/t) Au
|7                            



|Indicated                    
|-----------------------------
|Cutoff Grade
        (g/t) Au
|7                            



|Measured and Indicated       
|-----------------------------
|Cutoff Grade
        (g/t) Au
|7                            



|Inferred                     
|-----------------------------
|Cutoff Grade
        (g/t) Au
|7                            

Numbers may not sum correctly due to rounding
and conversion.



Grade estimation has been defined based upon
geology, drillhole spacing and geostatistical analysis of the data. The resources have been classified by their proximity to the
sample locations and are reported, as required by NI43-101, according to CIM standards on Mineral Resources and Reserves.



The resource estimation for the Willow Creek
project comprises only the Coleman zone west of the Lucky-shot mine. Resources for the project are hosted in narrow shallow-dipping
quartz veins in tonalite quartz diorite. The resource model accommodates future mining scenarios by including footwall and hanging
wall grade estimations to emulate waste rock dilution in any stope design.



Drilling orientation is perpendicular to the
strike of the veins using 4 to 6 angled drillhole fans per drill site. Sampling was detailed within the vein structures and also
extended several meters into the footwall and hanging wall granitic wall rock. Core was logged for and then sampled by geological
limits and for the most part sample intervals represent sharp grade boundaries.



Grade estimation used inverse distance to the
fifth power (1/d5). Successive trials using lower exponent values suggested using this method. For the Coleman resource,
block grades are dependent upon a few samples of high metal value. To preserve grade, the fifth power estimator was used minimize
the difference between the block grade and nearby composite sample grade.

The above mineral resource estimates are for
veins for which there is adequate data to permit such estimates. There are no indications that these veins are closed off and,
given the consistent nature of the vein mineralization, the Author expects that additional drilling will allow the resource to
be extended further, particularly down dip.



Metallurgical test results conducted by FMM
indicate that composite samples studied are amenable to gold recovery by gravity concentration, but flotation and cyanidation should
also be evaluated for optimum recovery.

33 | P a g e





The Coleman resource if economic is expected
to be mined by underground methods. The assumed mining method is inclined room and pillar, with stopes mined using hand held drills
and slushers. This method is selective and ideal for high grade, shallow-dipping deposits such as the Coleman. Selective mining
will maximize mining recovery and minimize dilution without using backfill. Waste mined during vein extraction could be split-blasted
separately to achieve minimum dilution and to maintain efficient operating height in the stopes. The resource available for potential
underground mining assumes a vein with a mean thickness of less than 1 m. Material mined that is less than the economic cutoff
could be left in the stopes.



| | 1.8 | Conclusions and Recommendations
| | --- | -------------------------------



This report provides a NI 43-101 compliant resource
for the Coleman zone of the Willow Creek Project. The resource is based upon FMM 2005-2009 core drilling.



The results of this drill program are the basis
for the estimate of mineral resources for the Coleman zone. The vein system within the Coleman resource area has been extensively
drill tested from the surface and further sampling either by drilling or drifting may be less expensive underground.



Gold mineralization at the Willow Creek Project
is hosted within a mesothermal vein system. Mesothermal vein systems can extensive mineralization down-dip and along strike. The
drilling program by FMM was conducted in a professional manner during the successive years of the program. Minor problems with
the drill program were resolved to the satisfaction of the Author.



The analysis of FMM drilling has produced a
reliable estimate of the resources for the Coleman zone. As with most narrow vein systems, information density directly effects
confidence in the resource estimate. In the Coleman, the drilling density is sufficient to provide a good estimate of tonnage and
grade.

Successful historic mining of the style of mineralization
within the Coleman block and high drill density may reduce risk on the Willow Creek District.



Logistics and permitting problems may increase
risk in the Willow Creek District. The permitting period is not expected to be lengthy but the project occurs within the Hatcher
Pass recreational “view shed” and visual impacts will have to be addressed in permitting. Steep terrain and the location
of the resource may impose increased capital requirements for mine access and materials handling.



Historical operations produced small tonnages
from high-grade ore-shoots within the vein system. Economic viability of the Willow Creek project will depend upon operator skills,
minimizing capital requirements, and processing that results in high gold recovery.



Mineral resources for the Coleman deposit conform
to generally accepted CIM “Estimation of Mineral Resource and Mineral Reserves Best Practices” Guidelines. In the opinion
of the Author, the block model resource estimate and resource classification reported are a reasonable representation of the gold
mineral resources found in the Coleman deposit. Mineral resources are not mineral reserves and do not have demonstrated economic
viability. There is no certainty that all or any part of the mineral resource will be converted into mineral reserve.



The Author recommends that Miranda conduct engineering
and metallurgical studies that would support the preparation of a Preliminary Economic Assessment (PEA) of the Coleman resource.



Recommendations to direct exploration efforts
a potentially add materially to the resource are listed below:



| | · | Map and systematically sample accessible historic workings in the Coleman mine
| | - | ------------------------------------------------------------------------------

| | · | Complete an underground survey of the accessible underground workings
| | - | ---------------------------------------------------------------------

| | · | Develop a 3D model of the Coleman, Lucky Shot and War Baby workings based upon the historical surveys
and sampling. Stope maps and sampling may determine trends of mineralization.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Develop and maintain a bulk density program from drilling and underground sampling.
| | - | -----------------------------------------------------------------------------------

34 | P a g e





| | · | Conduct additional surface drilling and underground sampling at the Willow Creek project”
| | - | -----------------------------------------------------------------------------------------



End of extracted summary of the Willow Creek
Report.



MIRANDA’S
NEVADA PROPERTIES

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

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



|Property    | Ownership/Owner         | Lease Terms             | Type of Claim      | Claim Names                   | No. of Claims | BLM Serial #s                                                                                                                          | Acres (approx) | Option Agreement    
|----------- | ----------------------- | ----------------------- | ------------------ | ----------------------------- | ------------- | -------------------------------------------------------------------------------------------------------------------------------------- | -------------- | --------------------
|            |                         |                         |                    |                               |               |                                                                                                                                        |                |                     
|Iron Point  | Miranda                 | n/a                     | Federal Lode - BLM | AB OVO                        | 28            | NMC 897419-432,                          NMC 897437-450                                                                                | 578            | none                
|Iron Point  | Miranda                 | n/a                     | Federal Lode - BLM | RK                            | 52            | NMC 1042197-203, NMC 1042208-214, NMC 1042219-225, NMC 1042230-236, NMC 1042313-318, NMC 1042322-327, NMC 1042331-336, NMC 1042340-345 | 1,074          | none                
|            |                         |                         |                    |                               |               |                                                                                                                                        |                |                     
|Kibby Flats | Miranda                 | n/a                     | Federal Lode - BLM | KB                            | 39            | NMC 1080806-812, NMC 1080825-837, NMC 1080842-850, NMC 1080853-856, NMC 1080859-864                                                    | 806            | none                
|            |                         |                         |                    |                               |               |                                                                                                                                        |                |                     
|Mustang     | Miranda                 | n/a                     | Federal Lode - BLM | KC, Mustang, Muskate, Mustake | 69            | NMC 1080547,NMC 1080555, NMC 1080557-566, NMC 1080571-580, NMC 1080585-593, NMC 1080598-611, NMC 1095098-107, NMC 1095125-138          | 1,426          | none                
|            |                         |                         |                    |                               |               |                                                                                                                                        |                |                     
|Red Canyon  | Leased/Red Canyon Corp. | see project description | Federal Lode - BLM | ICE                           | 237           | NMC342174-314, NMC371945-74, NMC454017-29, NMC692725-71, NMC695046-51                                                                  | 4,896          | Montezuma Mines Inc.
|Red Canyon  | Leased/Red Canyon Corp. | see project description | Federal Lode - BLM | NC                            | 17            | NMC1020836-47; NMC1020862-66                                                                                                           | 351            | Montezuma Mines Inc.
|            |                         |                         |                    |                               |               |                                                                                                                                        |                |                     
|Red Hill    | Leased/Nevada North     | see project description | Federal Lode - BLM | RH                            | 52            | NMC831379-430                                                                                                                          | 1,074          | none                
|Red Hill    | Leased/Nevada North     | see project description | Federal Lode - BLM | RP & Zero                     | 28            | NMC831504-29, NMC847956, NMC1070934                                                                                                    | 578            | none                
|            |                         |                         |                    |                               |               |                                                                                                                                        |                |                     



35 | P a g e





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





36 | P a g e





As
at the date of this Annual Report Miranda’s funding partners are or were exploring and advancing the following projects in
Nevada: Red Canyon during fiscal 2014.

Red Canyon Project, Eureka County,
Nevada

Nature of interest and terms of acquisition

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



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

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

Funding partner agreements

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

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

On August 1, 2008, the Company signed
an exploration and option to enter into a joint venture agreement (the “Agreement”) with Montezuma. Montezuma has completed
the US$4,000,000 in qualifying exploration expenditures. Upon spending the US$4,000,000, Montezuma had the option to either enter
into a joint venture with Miranda or continue spending and produce a Feasibility Study.

On December 13, 2013, the Company sent
a “notice of default” to Montezuma advising of their failure to make the underlying lease payment to RCC, and on December
27, 2013, sent another notice to Montezuma advising Montezuma that Miranda had paid the underlying lease payment to RCC of US$100,000,
and that RCC had levied a 10% penalty on the lease payment.

Miranda and Montezuma are in discussions
regarding amending the Agreement, and expect a resolution shortly. In the mean time, Montezuma has paid the 2014 BLM and County
fees as well as the November 2014 lease payment to RCC.

Location and means of access to the
property

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

History of previous operations and
previous operators on the property

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

37 | P a g e





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

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

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

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

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

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

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

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

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

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

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

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

38 | P a g e





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

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

From 2009 to 2011, Montezuma completed
geologic mapping, revised stratigraphic interpretations, and run soil and rock-chip geochemical, CSAMT resistivity, ground magnetic,
and gravity surveys. Montezuma has drilled a total of 26 reverse circulation and three core holes for a total of 25,607 feet. Montezuma
conducts its drilling under the BLM approved Red Canyon POO that permits up to 125 acres of total disturbance.

Montezuma’s 2012 drilling tested
three target areas with a total of six reverse circulation holes totaling 7,435 feet. All of the 2012 drill holes intersected anomalous
gold associated with altered rock.

Montezuma’s 2013 drill campaign
comprised three reverse circulation holes that tested portions of the northwest-trending Wall structural corridor, interpreted
from gravity and resistivity surveys, in the Wall (two holes) and Ice (one hole) target areas. The corridor is approximately 1,500
feet wide and at least 13,000 feet long, and includes all or portions of three of the nine identified exploration targets at Red
Canyon. Montezuma's 2009 core hole MR09-05C was in the vicinity of interpreted Wall corridor structures in the Ice target area.
Montezuma's drilling probed the margins of the Wall corridor for intersections of inferred bounding faults with favorable limestone
stratigraphy. All holes intersected calcareous siltstone to limestone and anomalous gold ranging up to 0.051 g Au/t.

Rock formations and mineralization

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



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





39 | P a g e







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



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



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



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



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



Geologic mapping illustrates chaotic bedding
orientations and the periodicity of structural features at Red Canyon. The project is transected by southeast-plunging folds; and
west northwest, northeast, northwest and east northeast-striking faults.
At the surface, hydrothermal alteration in the form of iron oxidation, decalcification, silicification, clay, and barite/stibnite
occurrences are exposed over a three square mile area. In the subsurface, select drill holes contain oxidation that locally exceeds
1,000 feet in depth.
Alteration extends to the north under pediment and volcanic rock cover at the Ice prospect. Drilling by Montezuma indicates that
a Carlin-style alteration system is present beneath barren volcanic rocks as evidenced by elevated arsenic, mercury, antimony and
thallium associated with zones of low-level gold.



In addition to the Red Canyon project,
as of November 30, 2014, Miranda is seeking funding partners to continue exploration programs to advance the Iron Point, Kibby
Flats, Mustang, and Red Hill projects in Nevada.

Iron Point, Humboldt County, Nevada







40 | P a g e







The Iron Point
project is made up of 80 unpatented lode mining claims along the Battle Mountain-Eureka Gold Trend in Humboldt County, Nevada,
comprising approximately 1,653 acres. The project is located at the intersection of the Battle Mountain-Eureka and Getchell gold
trends. Miranda assembled a land package on the intersection of these trends, through staking and a simple lease. Major open pit
and underground gold mines, within a 25 mile radius of Iron Point, contain more than 40 million ounces of gold. Miranda infers
that additional gold discoveries are likely to be made in this region.
The Iron Point District has been explored for a variety of metals by other operators.

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



Kibby Flats, Esmeralda County, Nevada

On November 1, 2012, Miranda announced
that it had staked 131 claims (2,700 acres) comprising the Kibby Flats project located in Esmeralda County, Nevada. Miranda subsequently
dropped 92 of those claims leaving 39 claims in the project. The Kibby Flats project is characterized by alunite-illite-kaolinite
alteration anomalies and has surface values from undetectable to a high of 0.018 oz Au/t. The Kibby Flats project shows strong
concentric zoning of kaolinite inward to illite-alunite alteration over several square kilometers. Kibby Flats is an example of Miranda’s ongoing Nevada
reconnaissance program that focuses on identifying new areas with the potential to host large gold deposits.

41 | P a g e







Mustang, Nye County, Nevada

On November 1, 2012, Miranda announced,
in conjunction with claim staking open ground, it had acquired a 100% interest in Teslin River’s Mustang project located
in Nye County, Nevada. Miranda paid Teslin River C$40,000; delivered Teslin River 300,000 shares of Teslin River owned by Miranda;
and granted Teslin River a 1% NSR royalty on the 72 claims acquired from Teslin River. Miranda subsequently dropped several of
the claims leaving 69 claims in the project. The Mustang property is 20 miles south of Gabbs, and eight miles southeast of the
historic Paradise Peak Mine. In 2011 Teslin River drilled an eight-hole program on the property from which they reported:

- 25 feet of 0.081 oz Au/t within 39.4 feet of 0.050 oz Au/t in M1106, and
- 39.4 feet of 0.022 oz Au/t in M1105



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

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

Red Hill Property, Eureka County,
Nevada

The Red Hill project consists of 80 unpatented
lode mining claims covering approximately 1,653 acres in Eureka County, Nevada. On May 27, 2004, Miranda entered into a 20-year
mining lease for the Red Hill property with Nevada North with a sliding NSR royalty between 2.5% to 5% depending on the price of
gold and subject to buy down provisions to 2%. The terms on the lease require annual Advance Royalty payments starting at US$12,500
in year one and increasing to US$60,000 by year ten and each year thereafter for a total of US$906,250. Miranda paid the 2013 Advance
Royalty payment as well as the maintenance fees due the Bureau of Land Management.



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

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

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

42 | P a g e





Miranda initially optioned Red Hill to
Placer Dome US, Inc (PDUS) in 2004. PDUS completed geologic mapping, a CSAMT survey, a systematic soil sampling program, a CO2
gas survey and one drill hole in 2005. Drill hole PRH0508 was designed to test a gravel covered horst margin inferred from CSAMT
data. The hole ended at 940 feet in upper plate chert/mudstone. Favorable lower-plate carbonate rocks were not intersected and
no significant gold intercepts were encountered.
In 2006, Barrick became Miranda's funding partner at Red Hill following its merger with Placer Dome. Barrick, as operator, completed
9,860 feet of drilling in four holes at the West Pediment prospect and a detailed gravity survey at the East Pediment prospect.
BRH-013 intersected 80 feet of 0.146 oz Au/t from 1,920 to 2,000 feet, including 45 feet of 0.237 oz Au/t from 1,920 to 1,965 feet.
Gold mineralization is hosted by lower plate carbonate rocks of the Red Hill member of the Denay Formation. Altered lamprophyre
dikes and high levels of arsenic, antimony, mercury and thallium are associated with the gold intercept.
In late 2006, Barrick offset BRH-013 with two inclined holes, BRH-014 and BRH-015. These holes were drilled from the BRH-013 site.
Both holes tested the lower-plate stratigraphy that hosts the BRH-013 gold intercept. The inclined holes intersected the target
horizon approximately 230 feet east-northeast (BRH-014) and 315 feet southwest (BRH-015) from the BRH-013 intercept. Although neither
of the two offset holes intersected significant gold mineralization, both holes are locally anomalous in Carlin-style pathfinder
trace elements. Silicification and clay alteration occur in both holes and dikes occur in BRH-014. Due to down-hole deviations
in the angle holes, drill hole pierce points are aligned along a northeasterly trend such that stratigraphic and mineralization
geometries in BRH-013 could not be defined. Mineralization in BRH-013 is open in a northwest and southeast directions.
In late 2007, Barrick completed 11,765 feet of reverse-circulation drilling in six vertical holes. Two holes (BRH-016 and BRH-021)
were completed offsetting BRH-013. Two additional drill holes at West Pediment, BRH-017 and BRH-017A, ended prematurely in limestone
voids / karsting before testing the intended targets. Two holes (BRH-023 and BRH-024) tested gravity gradients and projected splays
of the Long fault at the East Pediment prospect.
From drill site BRH-013, BRH-016 was drilled 650 feet to the north and BRH-021 was drilled 720 feet to the northwest. The holes
intersected intervals of variably decalcified, silicified and weakly oxidized lower-plate limestone and sulfidized igneous dikes
similar to those intersected in the BRH-013 gold-bearing interval. Gold mineralization was limited to 10 feet of 0.081 oz Au/t
from 2,125 to 2,135 feet in BRH-021.
At the East Pediment prospect two drill holes, BRH-023 and BRH-024, tested pediment-covered targets outboard from a series of historic
antimony prospects. The holes were located based on three criteria: 1) prospect pits exposing strong decalcification, silicification,
antimony mineralization and anomalous gold mineralization in lower plate limestone; 2) gravity data that identified structural
features beneath shallow pediment cover, and 3) projected splays of the Long fault. The holes intersected similar geology: a thin
veneer of alluvium, upper plate siliciclastic rocks and a fault gap that removed the targeted lower plate limestone. Anomalous
gold was restricted to 5 to 10 feet zones.

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

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

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

43 | P a g e







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

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

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

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

On January 25, 2013, Miranda and NuLegacy
terminated the agreement.

MIRANDA’S COLOMBIA PROPERTIES

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



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





|Property   | Ownership/Owner                            | Claim Names | No. of Claims         | BLM Serial #s                              | Option Agreement            
|---------- | ------------------------------------------ | ----------- | --------------------- | ------------------------------------------ | ----------------------------
|           |                                            |             |                       |                                            |                             
|Pavo Real  | ExpoGold Concession to Rovira (MAD III)    | Pavo Real   | 4 concessions         | IHT-10542X, IHT-10541,KG3-14191, JLI-10231 | Red Eagle Mining Corporation
|           |                                            |             |                       |                                            |                             
|Minagrande | Emporio Minero S.A.S.                      | Minagrande  | 1 application         | LJK-10561                                  | Agnico Alliance             
|           |                                            |             |                       |                                            |                             
|Cerro Oro  | Antonio Alvarez / Miranda Gold Colombia II | Cerro Oro   | 2 applications        | LHB-11031 & OG2-08131                      | Prism Resources Inc.        
|           |                                            |             |                       |                                            |                             
|Oribella   | Miranda                                    | Oribella    | 1 license1 concession | B7647005                                   | Agnico Alliance             
|           |                                            |             |                       |                                            |                             



44 | P a g e





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



45 | P a g e





Pavo Real, Tolima Department, Colombia

Nature of interest and terms of acquisition

The Pavo Real project covers approximately
18,000 hectares and is located in the Tolima Department of Colombia.

On June 24, 2010, the Company executed
an option agreement (the “Pavo Option”) by and among ExpoGold, the Company, and a wholly owned subsidiary MAD III;
and the Colombian branch of MAD III to acquire the Pavo Real mining interest. On signing the Pavo Option, MAD III paid ExpoGold
US$20,000 and the Company issued 100,000 common shares to ExpoGold. To maintain the Pavo Option, over the following five year anniversary
dates, a total of US$380,000 additional cash payments and a further 600,000 common shares of the Company will be issued. Annual
payments from June 24, 2015, of US$100,000 plus the issue of 100,000 common shares will be required to maintain the option until
the first milestone is achieved. The first milestone is the definition of a NI 43-101 Measured and Indicated resource greater than
or equal to 250,000 ounces of gold equivalent. MAD III will pay ExpoGold US$100,000 if it is less than 500,000 ounces of gold equivalent
and US$250,000 if it is more. Additional payments will be owed by MAD III at various milestones as the steps to production progress.

Funding partner agreements

On June 25, 2010, the Company entered
into a SPA and SA with Red Eagle, effectively forming a corporate option to joint venture. The SPA and SA agreements became effective
on June 24, 2010. The SPA and SA were combined with portions of the Cajamarca property on November 1, 2013 and on May 7, 2014 the
Cajamarca property lease was terminated so that the agreements are again only for the Pavo Real property. Pursuant to the SPA,
Miranda assigned 70% of the shares of MAD III to Red Eagle. The activities of MAD III, renamed Rovira Mining Ltd., are governed
by the SA. To maintain its 70% shareholding in MAD III, effectively representing a 70% interest in the Pavo Option, Red Eagle must
make an aggregate US$4,000,000 contribution to MAD III within four years, which they have done. These funds were used to fund exploration
work at the Pavo Real project. Red Eagle must then further fund MAD III at a minimum of US$1,000,000 per year and either complete
a bankable feasibility study on the Pavo Real project within eight years or contribute a minimum of US$10,000,000 within 10 years.
If at the time the board of directors of MAD III approves a feasibility study and a mine construction program on the combined Pavo
Real project, then Red Eagle will have the option for a period of 30 days to elect to acquire an additional 10% interest in MAD
III by committing to solely fund all costs associated with putting the property(ies) into production. If Red Eagle fails to make
any of the capital contributions within the stated time periods, Red Eagle will forfeit its shares of MAD III to Miranda.

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



Location and means of access to the
property

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

History of previous operations and
previous operators on the property

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

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

46 | P a g e





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

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

| | · | Trenching;
| | - | ----------

| | · | Collection and analysis of 1,040 rock samples;
| | - | ----------------------------------------------

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

| | · | Petrographic thin section study.
| | - | --------------------------------



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



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



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



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

Efforts to have the Pavo Real applications
moved to concessions are ongoing. A mobile metal ion (“MMI”) geochemical sampling and mapping program of the entire
district was completed to identify additional drill targets. Traditional soil sampling has not proved effective in this very steep
topography and Red Eagle expects the MMI method to be an improvement.

The MMI program has identified a new
area of mineralization associated with associated closed-spaced dikes, veins and hydrothermal breccias within a large (1,640 foot
by 1,640 foot) gold and multi-element soil anomaly. The current exploration campaign is targeting potential large breccia-hosted
gold deposits and potential related copper-gold porphyry systems at depth. This most recent rock channel sampling was carried out
in an area of high-level vein and hydrothermal breccia mineralization associated with rhyodacite porphyry dikes, where MMI soil
sampling returned strong coincident gold, silver and copper anomalies. Miranda feels the distinct and strong concurrence of gold
with base metals and the density of dikes and breccias on this target may indicate that the MMI anomaly is proximal to a buried
intrusive center that is releasing exsolved gold and base metals through explosive breccias. The breccias may also reflect porphyry
style mineralization at depth.

The concessions must be granted before
Red Eagle is prepared to conduct additional drilling.

Rock formations and mineralization

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

47 | P a g e





Cajamarca, within the departments
of Tolima and Quindio, Colombia

Nature of interest and terms of acquisition

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

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

On signing the Cajamarca Option, MAD IV paid
ExpoGold a total of US$30,000 and the Company issued a total of 30,000 common shares to ExpoGold. The Ibague option agreement was
terminated prior to the first anniversary payment becoming due, and the Fresno option agreement was terminated in 2012, and both
returned to ExpoGold. The Cajamarca option agreement was terminated on May 7, 2014, and Miranda wrote off the acquisition costs
of $33,600 in the August 31, 2014 fiscal year.



Cerro Oro, within the department
of Caldas, Colombia

Nature of interest and terms of acquisition

The Cerro Oro project covers a total
of 1,584 square hectares (6 square miles) and lies within the department of Caldas.

On January 16 2013, the Company entered into
a lease agreement on the Cerro Oro property (the “Cerro Oro Option”) which required payment of US$10,000 on signing
and a payment of US$80,000 upon conversion of the application to a license. To maintain the lease, annual escalating payments that
total $625,000 over five years will be required and thereafter annual payments of US$135,000. The project is also subject to a
1.2% production royalty and a per-ounce bonus for Measured and Indicated NI 43-101 compliant Resource and Reserves.



On April 1, 2014, an exploration contract for
the Cerro Oro project was issued by Agencia Nacional de Minera (“ANM”).



Funding partner agreements



On June 23, 2014, the Company entered
into a share purchase agreement (“SPA”) and a shareholder agreement (“SA”) with Prism Resources Inc. (“Prism”).
Pursuant to the SPA, Miranda assigned 70% of the shares of MAD V to Prism. MAD V will be the corporate vehicle that will ultimately
hold the Colombian corporation that holds the Cerro Oro Option. The activities of MAD V are governed by the SA. To maintain its
70% shareholding in MAD V, effectively representing a 70% interest in the Cerro Oro Option, Prism must make an aggregate US$4,000,000
contribution to MAD V within five years on the following schedule. These funds will be used to fund exploration work on the Cerro
Oro project.

48 | P a g e







|Due Dates                  | Exploration Expenditures
        US$
|-------------------------- | ------------------------------------
|June 23, 2015 (obligation) | 200,000                             
|June 23, 2016 (obligation) | 500,000                             
|June 23, 2017              | 800,000                             
|June 23, 2018              | 1,000,000                           
|June 23, 2019              | 1,500,000                           
|Total expenditure          | 4,000,000                           



Upon Prism funding the first US$4 million,
51 of the 70 shares of MAD V owned by Prism, shall not be subject to the forfeiture or transfer provisions of the SPA and Prism
shall then have the option and right to fund through to completion of a feasibility study retain without forfeiture the additional
19 of the 70 shares.

Prism has issued 200,000 common shares
of Prism to Miranda, and reimbursed Miranda for US$90,000 of lease fees that were paid by Miranda to the underlying leaseholder.
Subsequent to August 31, 2014, Prism also reimbursed Miranda $12,189, for certain expenditures incurred prior to the execution
of the SA.

Location and means of access to the
property

Cerro Oro covers approximately 700 hectares
and lies within the Caldas department approximately 120 km south of Medellin or approximately midway between the Gran Colombia’s
historic epithermal Marmato project and Batero Gold’s porphyry gold-epithermal Quinchea projects in the prolific Middle Cauca
Gold Belt.

History of previous operations and
previous operators on the property

Informal miners have developed
workings on thin veins of quartz-adularia-pyrite and also excavated local bladed quartz after calcite textures. Adularia and bladed
texture is a common feature of the productive parts of low sulfidation gold systems and can be associated with bonanza veins.

Outcrop exposure is limited
to creek beds but these exposures suggest alteration and mineralization occurs over two square kilometers. Alteration seems to
occur within the damage zone of a northwest-trending structural zone up to 600 meters wide. Notably it is common to recover fine
free gold by panning crushed outcrop samples and artisanal miners are locally recovering free gold from in situ sap-rock
by small-scale hydraulic mining. Informal miners are also recovering a significant portion of gold from veins and fractures using
a simple gravity circuit without any chemicals.



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

At Cerro Oro gold-silver mineralization
is hosted in sericiticly and argillically altered 2-3MA volcanic tuffs and flows of the Combia Formation associated with extensive
multidirectional hematitic fractures zones. This formation overlies porphyry systems elsewhere in the Cauca Belt. Gold has a geochemical
association with arsenic, mercury and antimony and generally low or background base metal values. Discreet veining is restricted
although inferred late-stage quartz-stibnite-gold veins occur locally. Outcrop exposure is limited to creek beds but these exposures
suggest alteration and mineralization occurs over two or more square kilometers. Alteration seems controlled predominantly along
a northwest-trending structural zone up to 600 meters wide. Notably it is common to recover fine-grained free gold by panning crushed
outcrop samples and artisanal miners are locally recovering free gold from in situ rock by small-scale hydraulic mining.
Surface exposures are intensely weathered and oxidized but one subcrop exposes mineralization that is typified by close-spaced,
pyritic, generally open fractures with minor silica selvages. Miranda infers that alteration and mineralization style at Cerro Oro represents
a fracture-controlled to disseminated, low-sulfidation epithermal gold system and an initial bulk-tonnage target is presented.
Limited reconnaissance mapping and prospecting suggests alteration is zoned from argillic to siliceous alteration with depth and
that the alteration cell at Cerro Oro may have a spatial and structural relationship to porphyry-style mineralization several kilometers
away. Twenty surface rock samples returned maximum assay values of 3.3 g Au/t and 28 g Ag/t.

49 | P a g e







Rock formations and mineralization

Miranda infers Cerro Oro represents a fracture-controlled
to disseminated, low-sulfidation epithermal gold system. Ore fluids have apparently flooded the porous Combia tuffs to create a
bulk minable target, although high-grade bonanza veins are typical of a low-sulfidation system and probably develop as drill targets
in less porous rocks under the surface tuff.

Minagrande, within the department
of Antioquia, Colombia

Nature of interest and terms of acquisition

The Minagrande project covers a total
of 4,626 square hectares (18 square miles) and lies within the department of Antioquia.

The agreement for Minagrande requires staged
payments of US$92,000. Miranda has already made the canon payment (government fees) of $51,849 and the application has been accepted
by, and is pending registration with, the national mining registry. Upon completion of the payments, Miranda will own 100% of Minagrande
with no other obligations.



Funding partner agreements



Pursuant to the January 23, 2013, as
amended October 25, 2013, strategic alliance agreement (“Alliance Agreement”) between the Company and Agnico Eagle
Mines Limited (“Agnico”) for precious metal exploration in Colombia, the Company and Agnico will share funding 30:70,
respectively, in generative exploration expenditures with Miranda as operator. The Alliance Agreement is for a period of three
years and is renewable thereafter by mutual consent.

In consideration for the amended and
reduced exploration program, the area of interest pursuant to the Alliance Agreement was reduced. The exploration program budget
will be an aggregate of no less than US$925,000 (formerly US$1,100,000) in year one, and $550,000 in each of years two and three
(formerly US$1,100,000 in each of years two and three).

Initially, properties will be acquired
by Miranda and alliance funding will be used to advance the projects through exploration. Once a property meets certain criteria,
it will be presented to Agnico who can elect to treat the property as a Designated Property. Once selected, a Designated Property
will be subject to a stand-alone earn-in agreement whereby Agnico can earn up to a 70% interest in the Designated Property by sole-funding
a series of exploration expenditures and feasibility study. Projects that are not accepted by Agnico as Designated Properties will
remain in the Company’s control. Miranda can then choose to advance the project at its own expense, seek another company
to partner with, or drop the property.

Miranda has recovered 70% of the Minagrande
acquisition costs from Agnico pursuant to the 30:70 funding terms of the alliance agreement. This property is not a Designated
Property.

Location and means of access to the
property

Minagrande project covers approximately
4,630 hectares and is located approximately 146 km northeast of Medellin and 10 km south of the Gramalote deposit. It lies within
the Antioquia Batholith and within lineaments that extend south from the Gramalote area. Gramalote is an intrusion related gold
deposit that is reported to contain a total of 2.5 million Measured
and Indicated ounces at a grade of 0.81g Au/t that currently is being explored by AngloGold Ashanti and B2Gold Corp.

50 | P a g e







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

The Minagrande project was targeted by
Miranda for acquisition using lineament analysis of DEM (Digital Elevation Model) and TM (Thematic Mapper) inferred faults combined
with ASTER (Airborne Space Thermal Emission Reflectance) alteration analysis. A coarse filter screen of ASTER alteration products
showed that the Gramalote and Minagrande areas both contain supergene alunite which is probably an indirect indicator of system-related
alteration. A finer filter screen of Aster-image-detected alteration showed probable hypogene illite that appeared to have a distribution
that correlated to a northwest structure. Illite is stable clay in most significant gold systems. The northwest-striking structure
can also be seen in TM images. Reconnaissance prospecting showed anomalous gold mineralization in a granite-hosted northwest-trending
fault zone with high-density fracturing and shear textures.

Early exploration work will include trenching
and trench sampling to determine the width of the surface mineralization within the fault zone. A soil grid oriented to cross the
strike of the 4 km fault zone will be conducted to indicate additional trenching targets and ultimately drilling.

Rock formations and mineralization

At Minagrande gold mineralization
is hosted in granitic rocks of the Antioquia Batholith, with phases of medium grained granodiorite to tonalite and with local basalt
dikes. Mineralization is associated with a northwest trending fault zone approximately 4 km long. The width of the fault zone can’t
be determined at the surface. Only two samples were taken from the fault zone and they returned assays of 0.951 and 0.820 g Au/t.
Additional sampling has been conducted and assays are pending. Bismuth occurs erratically with gold on the property.

There are other silicified
shear zones and clay altered shear zones with anomalous gold that warrant further prospecting.

Minagrande may provide
a target analogue for either a Gramalote style (oxidized intrusion-related fracture and vein swarms) or a San Ramon style deposit
(mesothermal gold hosted by a shear/fault zone).

Oribella, within the department
of Antioquia, Colombia

Nature of interest and terms of acquisition

The Oribella project comprises approximately
10,700 hectares including one exploration license and one application on which the technical study is complete and the canon already
paid.



Miranda acquired the Oribella project through
an agreement with Antioquia Gold. Oribella is subject to a 0.5% royalty to Antioquia Gold that can be purchased for US$1,500,000
and a 2% royalty to Soratama Gold (a wholly owned subsidiary of Barrick Gold Corporation). Miranda acquired the property, subject
to the royalties, by agreeing to pay the license canon due on May 14, 2014 of COP110,803,026 ($62,715, paid) and to reimburse Antioquia
Gold for the application payment of 101,136,976 (approximately US$53,000) when it is registered with the ANM as a contract. If
the application is converted to a license on or before the anniversary of the agreement Miranda will pay Antioquia Gold an additional
US$30,000 payment on the anniversary date. No other obligations are required to keep the project in good standing and Miranda may
drop or reduce the lands at any time.



Funding partner agreements



Pursuant to the January 23, 2013, as
amended October 25, 2013, strategic alliance agreement (“Alliance Agreement”) between the Company and Agnico Eagle
Mines Limited (“Agnico”) for precious metal exploration in Colombia, the Company and Agnico will share funding 30:70,
respectively, in generative exploration expenditures with Miranda as operator.
The Alliance Agreement is for a period of three years and is renewable thereafter by mutual consent.

51 | P a g e







In consideration for the amended and
reduced exploration program, the area of interest pursuant to the Alliance Agreement was reduced. The exploration program budget
will be an aggregate of no less than US$925,000 (formerly US$1,100,000) in year one, and $550,000 in each of years two and three
(formerly US$1,100,000 in each of years two and three).

Initially, properties will be acquired
by Miranda and alliance funding will be used to advance the projects through exploration. Once a property meets certain criteria,
it will be presented to Agnico who can elect to treat the property as a Designated Property. Once selected, a Designated Property
will be subject to a stand-alone earn-in agreement whereby Agnico can earn up to a 70% interest in the Designated Property by sole-funding
a series of exploration expenditures and feasibility study. Projects that are not accepted by Agnico as Designated Properties will
remain in the Company’s control. Miranda can then choose to advance the project at its own expense, seek another company
to partner with, or drop the property.

Miranda has recovered 70% of the Oribella
acquisition costs from Agnico pursuant to the 30:70 funding terms of the alliance agreement. This property is not a Designated
Property.

Location and means of access to the
property

The Oribella project comprises approximately
10,700 hectares including one exploration license and one application on which the technical study is complete and the canon already
paid. Oribella falls within the Western Cordillera close to the convergence of regional structures which reflect a suture zone
between Cretaceous oceanic rocks and mixed oceanic-continental rocks to the east.

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

Miranda was attracted to the area by
mineralization controls inferred to be related to the suture zone and reported geologic features which suggested a large area of
high-sulfidation epithermal Au-Cu mineralization. The target concept at Oribella is analogous to the California Vetas District
in the Santander Department where both large, low-grade (Angostura) and very high-grade (La Bodega) deposits occur in the same
system. High sulfidation systems in the Andes, particularly in Colombia are commonly overprinted by low-sulfidation bonanza gold
veins.

During its reconnaissance, Miranda noted
significant areas where vegetation appeared distressed and or limited to one predominant species suggesting high metal grades in
soils. In some of these areas, road cuts showed alteration and intense fracturing filled with hematite. These areas are unsampled
but may indicate extensions of alteration zones where metals in the soils have influenced vegetation.

Rock formations and mineralization

The local geology consists of volcanic
and volcano-clastic sequences, sedimentary rocks, and hypabyssal andesite and dacite intrusives that appear related to gold mineralization.
Of particular interest is a large kilometer-scale area of alteration that includes strong silicification, brecciation, alunite
and pyrophyllite and clays associated with anomalous grades of gold and copper. This alteration is consistent with high sulfidation
style of gold mineralization.

Anomalous rock samples are found in an
area of poor exposure approximately 2km by 1km long, with gold values from 0.160 g Au/t to 9 g Au/t. Copper values range from 30
ppm to over the detection limit of 10,000 ppm or 1.0% Cu. Tellurium, barium and bismuth are commonly associated trace elements.

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

52 | P a g e







ITEM 4A	UNRESOLVED
STAFF COMMENTS

Not applicable.

ITEM 5	-
OPERATING AND FINANCIAL REVIEW AND PROSPECTS

|A. |  | Operating Results
|-- |  | -----------------

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

| |  | Miranda is in the natural resource sector engaged in the acquisition, exploration and, given the
proper situation, development of mineral properties. The Company’s primary focus is on gold exploration. The Company has
varying interests in a number of mineral properties located in Alaska, Nevada in the United States and Colombia.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| |  | Results of Operations for the year ended August 31, 2014, 2013 and 2012
| |  | -----------------------------------------------------------------------

The Company incurred a loss of $2,752,090
(2013 - $3,215,753; 2012 - $3,638,037) and a comprehensive loss of $2,705,419 for the year ended August 31, 2014 (2013 - $3,296,198;
2012 - $3,782,833).

Expenses for the year ending August 31,
2014 were $2,730,123 (2013 - $3,158,430; 2012 - $3,619,716).

Significant or noteworthy differences
between the years follow:

Investor relations, travel and business
promotion combined to $211,080 for the year ended August 31, 2014 (2013 - $383,191; 2012 - $343,746). The investor relations programs
in fiscal 2014, which was significantly curtailed, included attendance at several conferences, newsletters, news releases, interviews
(internet), presentations and one-on-one meetings with brokers and analysts, media relations, corporate relations and web site
maintenance and responses to inquiries.

The portion of wages and benefits for
administration and option to joint venture management included in expenses are $603,843 for the year ending August 31, 2014 (2013
- $705,056; 2012 - $768,447). In addition, the Company allocates a portion of wages and benefits to exploration projects on the
basis of direct time spent that are included in property exploration costs, which can vary somewhat year over year. The Company’s
President is based in Reno and the Company has one additional full time employee based in our exploration office in Elko, Nevada,
along with eleven full time employees based in Medellin, Colombia. We reduced our staff in the Elko office by three during the
2014 fiscal year.

Office rent, telephone, secretarial and
sundry costs for the year ended August 31, 2014 were $127,576 (2013 - $190,594; 2012 - $201,109). As a result of the Elko staff
reductions, the Company was able to reduce its office rental space further reducing the support costs. There were no other significant
operational differences between the 2014, 2013 and 2012 fiscal years.

Professional fees, which include audit,
tax preparation and legal fees, were $63,502 in fiscal 2014 (2013 - $85,642; 2012 - $92,586). The additional audit fees in 2012
related to the transition to IFRS in fiscal 2012, and slightly increased this expense category in the 2012 year; while additional
legal fees paid in fiscal 2013 caused a slight increase over the fiscal 2014 costs.

53 | P a g e





Exploration and evaluation expenditures
in the year ended August 31, 2014 were $1,986,071, with recoveries from funding partners of $647,736 (2013 – gross $1,904,139
with recoveries of $687,306; 2012 – gross $1,933,783 with recoveries of $483,926). Exploration and evaluation expenditures
are expensed until such time as economically recoverable reserves have been defined on the mineral property and a decision to proceed
with development has been made. The Company acts as a service contractor to some of the Company’s partners on certain properties
for which it was paid a management fee based on a percentage of eligible expenditures. The Company earned $605 in the year ended
August 31, 2014 (2013 - $2,010; 2012 - $4,706). The components of exploration and evaluation expenditures are detailed in Note
10 of the financial statements.

Exploration and evaluation recoveries
received by way of property option payments are first credited to the individual project’s capitalized exploration and evaluation
asset cost before any remaining portion is recognized as a recovery. In the year ended August 31, 2014, the Company recognized
$23,200 as exploration and evaluation recoveries (2013 - $3,960; 2012 - $9,400).

The non-cash stock based compensation
expense for stock options vested during the 2014 fiscal year was $113,413 (2013 - $329,143; 2012 - $459,188). The fair value of
each option granted was estimated on the date of grant using the Black-Scholes option pricing model and recognized over the vesting
period of the options.

In fiscal year 2014, the Company wrote
off $55,491 in exploration and evaluation asset costs for the East Spruce and Redlich projects in Nevada, and the Cajamarca project
in Colombia. This compared to $49,891 written off in fiscal year 2013, and $86,465 written off in fiscal 2012.

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

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

|B. |  | Liquidity and Capital Resources
|-- |  | -------------------------------

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

During the August 31, 2014, fiscal year,
the Company issued 100,000 common shares pursuant to an option to joint venture agreement.

During the August 31, 2013, fiscal year,
the Company completed a non-brokered private placement, raising $5,000,000 through the issuance of 20,000,000 units at a price
of $0.25 per unit (a “Unit”). Each Unit consisted of one common share and one non-transferable common share purchase
warrant, with each Warrant entitling the holder thereof to purchase one additional common share of Miranda at a price of $0.375
for the first two years and $0.50 thereafter until expiry five years from the date of closing the private placement. If the daily
volume weighted average trading price of the common shares of Miranda is at least $0.50 per share for 20 consecutive trading days
in the period commencing four months after the closing date and up to two years after the closing date or at least $0.75 per share
thereafter, Miranda will have the right, exercisable within five trading days thereof, to accelerate the expiry date of the warrants
to the date which is 30 days after notice is given to the holders of the warrants of the accelerated expiry date and a news release
to that effect is given.

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

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

54 | P a g e







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

|                                 | Aug
        31
        2014
        $ | May
        31
        2014
        $ | Feb
        28
        2014
        $ | Nov
        30
        2013
        $ | Aug
        31
        2013
        $ | May
        31
        2013
        $ | Feb
        28
        2013
        $ | Nov
        30
        2012
        $
|-------------------------------- | ------------------------------------- | ------------------------------------- | ------------------------------------- | ------------------------------------- | ------------------------------------- | ------------------------------------- | ------------------------------------- | -------------------------------------
|Revenue                          | nil                                   | nil                                   | nil                                   | nil                                   | nil                                   | nil                                   | nil                                   | nil                                  
|Loss for the period              | (629,026)                             | (654,947)                             | (571,876)                             | (896,241)                             | (852,548)                             | (566,055)                             | (734,276)                             | (1,062,874)                          
|Basic and diluted loss per share | (0.01)                                | (0.01)                                | (0.01)                                | (0.01)                                | (0.01)                                | (0.01)                                | (0.01)                                | (0.02)                               



Miranda began the fourth quarter of the
2014 fiscal year with cash of $4,819,705.   During the three months ended August 31, 2014, the Company expended $651,392
on operating activities and received $9,161 for investing activities and experienced a positive effect of $4,000 from foreign exchange
on cash, to end on August 31, 2014, with $4,181,474 in cash.

Miranda began the 2014 fiscal year with
cash of $7,116,543.   During the year ended August 31, 2014, the Company expended $2,736,395 on operating activities
and $218,087 on investing activities and experienced a positive effect of $19,413 from foreign exchange on cash to end on August
31, 2014, with $4,181,474 in cash.

As at November 30, 2014, there were 6,772,500
stock options outstanding pursuant to the Plan, none of which were “in-the-money” (TSX.V closing price November 28,
2014 was $0.10). In addition, as at November 30, 2014, there were 20,835,800 share purchase warrants outstanding, none of which
were “in-the-money”.

|Authorized:
        an unlimited number of
        common
        shares without par value | Common Shares Issued and Outstanding | Common Share Purchase
        Warrants | Stock
        Options
|------------------------------------------------------------------------------------------ | ------------------------------------ | -------------------------------------- | ---------------------
|Outstanding August 31, 2014                                                                | 74,140,252                           | 20,835,800                             | 5,482,500            
|Stock options expired                                                                      | -                                    | -                                      | (420,000)            
|Stock options granted                                                                      | -                                    | -                                      | 1,340,000            
|Outstanding at the date of this Annual Report                                              | 74,140,252                           | 20,835,800                             | 6,402,500            



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

55 | P a g e





|C. |  | Research and Development, Patents and Licenses
|-- |  | ----------------------------------------------

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

|D. |  | Trend Information
|-- |  | -----------------

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

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

|E. |  | Off-Balance Sheet Arrangements
|-- |  | ------------------------------

Miranda does not have any off-balance
sheet arrangements.

|F. |  | Tabular Disclosure of Contractual Obligations
|-- |  | ---------------------------------------------

The following table outlines the current
contractual obligations of Miranda as at August 31, 2014:

|                            | Payments due by period
|--------------------------- | ----------------------
|Contractual Obligations     | Total                 
|Long-term Debt Obligations  | $             -       
|Capital Lease Obligations   | $             -       
|Operating Lease Obligations | $             -       
|Purchase Obligations        | $             -       
|Other Long-term Liabilities | $             -       



|G. |  | Safe Harbor
|-- |  | -----------

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

56 | P a g e





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

ITEM 6	DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES

|A. |  | Directors and Senior Management
|-- |  | -------------------------------

The following table lists as of August
31, 2014, the names of the directors and senior management of Miranda. Each of the directors has served in his or her respective
capacity since his or her election and/or appointment and will serve until the next annual general meeting of shareholders.

|Name                 | Title                                 | Date First Elected/Appointed                                                                                                             
|-------------------- | ------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------
|Kenneth Cunningham 1 | Director, Chairman, President and CEO | November 7, 2003, President of Miranda U.S.A. Inc. and on February 9, 2004, as Chairman, President and Chief Executive Officer of Miranda
|James Cragg 1, 2     | Director                              | December 13, 2004                                                                                                                        
|Ian Slater 1, 2      | Director                              | December 10, 2007                                                                                                                        
|Joseph Hebert        | Director and Executive Vice President | December 8, 2003 as VP Exploration and as a Director on January 21, 2014                                                                 
|Len Goldsmith 3      | Chief Financial Officer               | October 17, 2013                                                                                                                         
|Doris Meyer 4        | Corporate Secretary                   | February 1, 2006                                                                                                                         
|Steven Ristorcelli 6 | Director                              | February 20, 1995 until his resignation on September 11, 2014                                                                            
|G. Ross McDonald5    | Director                              | August 9, 2006 until his retirement on September 3, 2014                                                                                 

1Member of the Audit Committee

2Member of the Compensation Committee

3Len Goldsmith was appointed as CFO effective October 17, 2013

4
Doris Meyer resigned as CFO with effect from October 17, 2013, but remained as Corporate Secretary

5
G. Ross McDonald was a member of the Audit Committee until he retired from the Board on September 3, 2014

6
Steven Ristorcelli was a member of the Audit Committee and Compensation Committee until he resigned from the Board on September
11, 2014

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

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

Kenneth Cunningham

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



James Cragg

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

Ian Slater

Ian Slater is the founder and CEO of
Red Eagle Mining Corporation, a public company focused on the exploration and development of the Santa Rosa gold project in Colombia.
Mr. Slater has been involved in the gold mining industry for 23 years and was formerly a partner with Ernst & Young where he
led their Canadian Mining Practice. Mr. Slater has a Bachelor in Business Administration and is a Canadian Chartered Accountant.
Mr. Slater is an independent director.

Joseph Hebert

Joseph Hebert, B.S. Geo., is a Director
and Executive Vice President of Miranda. Mr. Hebert brings 30 years of experience from diversified mineral exploration and mining
geology through to senior geologist and exploration management. 24 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 +8.5 million ounce Cortez Hills
deposit. During his tenure at Cortez he directed all generative and acquisition efforts within the joint venture area of interest.
This included identifying, advancing, and drilling the discovery hole at the pediment-covered ET Blue Project which Barrick now
calls Goldrush. Barrick reports a resource at Goldrush of 8.4 million ounces of gold. Mr. Hebert is credited with team participation
in multiple gold discoveries in Nevada and Utah over the course of his career and was instrumental in assembling the company's
exploration staff in both Elko, Nevada and Medellin, Colombia. This is the third time that Mr. Hebert and Mr. Cunningham have worked
together. Each of the previous associations has resulted in successful exploration discoveries in Nevada.

Steven Ristorcelli



Until he resigned on September 11, 2014,
Steven Ristorcelli was a director of Miranda since 1995. Mr. Ristorcelli brought over thirty four years of geological, advanced
stage exploration and development and mining experience to the Board. He has been Principal Geologist with Mine Development Associates
of Reno, Nevada, for twenty two years where he specializes
in resource modeling, audits and evaluations. His work as a consultant takes him throughout North America, South America, Europe
and Africa. Mr. Ristorcelli was an independent director.

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G. Ross McDonald

Until he retired on September 3, 2014,
G. Ross McDonald was a director of Miranda since August 9, 2006.  Mr. McDonald is a retired chartered accountant and brought
a long history of experience in dealing with junior resource companies in various capacities, including Chief Financial Officer. 
Mr. McDonald has been a registered Chartered Accountant since 1968 and he is a director of Bravada Gold Corporation., Consolidated
Woodjam Copper Corp., Constantine Metal Resources Ltd., Cordoba Minerals Corp., and Fjordland Exploration Inc. all publicly traded
mineral exploration companies.  Mr. McDonald was an independent director.

Len Goldsmith

Len Goldsmith joined Miranda as its controller
on September 22, 2010, and was named Chief Financial Officer on October 17, 2013. He is a member of the Chartered Professional
Accountants (CPA) of British Columbia and Canada, upon the unification of the Canadian legacy accounting bodies including the Canadian
Certified General Accountants Association of B.C. and Canada, of which Mr. Goldsmith was a member, since 1991. Mr. Goldsmith is
also a designated fellow of the Association of Chartered Certified Accountants (“FCCA”) based in the United Kingdom,
and obtained his IFRS Certification (“CertIFR”) from the ACCA in 2009. Mr. Goldsmith’s experience as an accountant
has been broad and it has taken him in and out of the mining industry over his 30-year career, including a post as accountant for
Hudson Bay Mining & Smelting in Flin Flon, Manitoba (Trout Lake Copper Mine and the Namew Lake Nickel Mine); accountant for
Peace River Coal (Anglo American PLC) in Vancouver; assistant controller for North American Tungsten in Vancouver; as CFO for a
coal beneficiation company in Turkey; and as CFO for a private gold exploration company, also in Turkey.

Doris Meyer

Doris Meyer joined Miranda as its Chief
Financial Officer effective February 1, 2006 and as Corporate Secretary effective June 1, 2006. She resigned as CFO in October
2013. She is a member of the Chartered Professional Accountants (CPA) of British Columbia and Canada, upon the unification of the
Canadian legacy accounting bodies including the Canadian Certified General Accountants Association of B.C. and Canada, of which
Ms. Meyer was a member, since 1985. Through her 100% owned company, Golden Oak Corporate Services Ltd., she and her team provide
corporate and financial compliance services to publicly-traded mining companies. Both Len Goldsmith and Doris Meyer are employees
of and paid salaries by Golden Oak. Miranda pays consulting fees to Golden Oak pursuant to an agreement.

B. 	Compensation

Miranda pays to each director, who is
not an employee, member of management or a consultant to Miranda, an annual fee for his services as a director of Miranda. In the
fiscal year ended August 31, 2014, Miranda paid $28,371 in director fees. Directors of Miranda are entitled to be reimbursed for
reasonable expenditures incurred in performing their duties as directors. Miranda does, from time to time, grant options to purchase
common shares to the directors. The following table sets out details of incentive stock options granted by Miranda to the non-executive
directors during the fiscal year ended August 31, 2014.

|Name                 | Date of
        grant | Options
        granted | Exercise
        price | Expiry
        date
|-------------------- | --------------------- | ----------------------- | ---------------------- | -------------------
|James F. Cragg       | October 17, 2013      | 62,500                  | $ 0.155                | October 17, 2018   
|Ian Slater           | October 17, 2013      | 65,000                  | $ 0.155                | October 17, 2018   
|G. Ross McDonald 1   | October 17, 2013      | 75,000                  | $ 0.155                | October 17, 2018   
|Steven Ristorcelli 2 | October 17, 2013      | 70,000                  | $ 0.155                | October 17, 2018   
|Paul van Eeden 3     | October 17, 2013      | 55,000                  | $ 0.155                | October 17, 2018   



59 | P a g e





1 Mr. McDonald
resigned on September 3, 2014 and his options expired unexercised on December 3, 2014.

2 Mr. Ristorcelli
resigned as a director on September 11, 2014 and on that same day the Company entered into a consulting agreement with Mr. Ristorcelli
for a term to end not later than the latest expiry date of any existing stock option held by him.

3 Mr. van
Eeden did not stand for re-election as a director at the shareholder meeting held January 21, 2014 and on that same day the Company
entered into a consulting agreement with Mr. van Eeden for a term to end not later than the latest expiry date of any existing
stock option held by him.

With effect from September 1, 2014, the
independent directors will be paid an annual fee of US$12,000 with the chair of the audit committee to be paid an additional US$4,000
a year and the chair of the compensation committee to be paid an additional US$2,000 a year. Prior to this the independent directors
were paid an annual fee of US$6,000 and did not receive any separate cash remuneration for acting as members of the committee,
however committee members were awarded additional stock options for each committee served on.

The following table is a summary of the
compensation paid to Miranda’s senior management in the most recently completed financial year ended August 31, 2014.

Summary Compensation

|Name and principal position                       | Fiscal year endedAugust 31 | Salary   | Bonus | Other annual compensation | Securities
        Under
        Options Granted | Restricted
        Shares or
        Restricted
        Share
        Units ($)
|------------------------------------------------- | -------------------------- | -------- | ----- | ------------------------- | ------------------------------------------------ | -------------------------------------------------------------------------------
|Kenneth D. Cunningham(1)Chairman, President/CEO   | 2014                       | $222,366 | Nil   | Nil                       | 200,000                                          | Nil                                                                            
|Joseph Hebert(2)
        Executive Vice President | 2014                       | $170,922 | Nil   | Nil                       | 175,000                                          | Nil                                                                            
|Len Goldsmith(3)
        Chief FinancialOfficer   | 2014                       | $Nil     | Nil   | Nil                       | 75,000                                           | Nil                                                                            
|Doris A. Meyer(3)
        Corporate Secretary     | 2014                       | $Nil     | Nil   | $121,012                  | 25,000                                           | Nil                                                                            

| | (1) | During the financial year ended August 31, 2014, Mr. Cunningham was paid US$206,335 in salary,
the approximate Canadian dollar equivalent of $222,366 using an average exchange rate for the financial year of 1.0777. See “Termination
of Employment, Change in Responsibilities and Employment Contracts” below.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | During the financial year ended August 31, 2014, Mr. Hebert was paid US$158,600 in salary, the
approximate Canadian dollar equivalent of $170,922 using an average exchange rate for the financial year of 1.0777. See “Termination
of Employment, Change in Responsibilities and Employment Contracts” below.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Consulting fees are paid to Golden Oak Corporate Services
Ltd., a company owned by Doris Meyer. Golden Oak was paid consulting fees of $121,012 for the provision of both the Chief Financial
Officer and Corporate Secretary functions. See “Termination of Employment, Change in Responsibilities and Employment Contracts”
below.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Kenneth D. Cunningham, the President
and Chief Executive Officer of Miranda, entered into an employment agreement (the “Cunningham Agreement”) with Miranda
on September 1, 2005, pursuant to which Mr. Cunningham agreed to perform the duties and fulfill the responsibilities consistent
with the position held in consideration of an annual salary, since April 1, 2014 at the rate of US$212,230, to be reviewed annually
between Mr. Cunningham and Miranda. Mr. Cunningham’s employment pursuant to the Cunningham Agreement is for an indefinite
term, continuing until terminated pursuant to the terms of the Cunningham Agreement. Miranda may terminate the Cunningham Agreement
for cause, as more particularly set out in the Cunningham Agreement, or at any time without cause by payment to Mr. Cunningham
equal to two times his annual salary, based on the annual salary pursuant to the Cunningham Agreement at the time of termination,
and all wages owing to Mr. Cunningham up to and including his last day of employment (collectively, the “Severance Package”,
as defined in the Cunningham Agreement). Mr. Cunningham may terminate the Cunningham Agreement on 30 days’ written notice
to Miranda if: i) Miranda makes a material adverse change in the salary, duties or responsibilities assigned to Mr. Cunningham
pursuant to the Cunningham Agreement; or ii) a “change in control” (as defined in the Cunningham Agreement) of Miranda
occurs; in either of which cases, Miranda shall pay to Mr. Cunningham the Severance Package. Mr. Cunningham may terminate the Cunningham
Agreement at any time without cause on 60 days’ written notice to Miranda.

Joseph Hebert, the Vice President of Exploration
for Miranda, entered into an amended employment agreement (the “Hebert Agreement”) with Miranda on April 1, 2013, pursuant
to which Mr. Hebert agreed to perform the duties and fulfill the responsibilities consistent with the position held in consideration
of an annual salary, since April 1, 2014, at the rate of US$162,240, to be reviewed annually between Mr. Hebert and Miranda. Mr.
Hebert’s employment pursuant to the Hebert Agreement is for an indefinite term, continuing until terminated pursuant to the
terms of the Hebert Agreement. Miranda may terminate the Hebert Agreement for cause, as more particularly set out in the Hebert
Agreement, or at any time without cause by payment to Mr. Hebert equal to one-and-one-half times his annual salary, based on the
annual salary pursuant to the Hebert Agreement at the time of termination, and all wages owing to Mr. Hebert up to and including
his last day of employment (collectively, the “Severance Package”, as defined in the Hebert Agreement). Mr. Hebert
may terminate the Hebert Agreement on 30 days’ written notice to Miranda if: i) Miranda makes a material adverse change in
the salary, duties or responsibilities assigned to Mr. Hebert pursuant to the Hebert Agreement; or ii) a “change in control”
(as defined in the Hebert Agreement) of Miranda occurs; in either of which cases, Miranda shall pay to Mr. Hebert the Severance
Package. Mr. Hebert may terminate the Hebert Agreement at any time without cause on 60 days’ written notice to Miranda.



On April 1, 2010, as amended October 17, 2013,
Miranda entered into a consulting agreement (the “Golden Oak Agreement”) with Doris Meyer and her wholly owned company,
Golden Oak Corporate Services Ltd. (“Golden Oak”). The services of Doris Meyer, as Corporate Secretary of Miranda and
Len Goldsmith as Chief Financial Officer of Miranda are provided by and performed under the Golden Oak Agreement. Golden Oak provides
Miranda accounting, financial, corporate and regulatory compliance services in consideration of an annual service fee of $123,789,
since April 1, 2014, plus applicable taxes and reimbursement of reasonable office costs and expenses and all pre-approved travel
and out-of-pocket expenses incurred by Golden Oak in furtherance of or in connection with the business of Miranda and its subsidiaries.
The Golden Oak Agreement may be terminated by Miranda immediately for cause and with 90 days notice, or payment in lieu of notice.
On a defined change of control event, if Golden Oak terminates its services within 90 days following the event, or if Golden Oak’s
services are terminated by Miranda without cause within one year of the event, Golden Oak will be entitled to be paid by Miranda
one-quarter of the annual service fee in effect at the time of the change of control event. The Golden Oak Agreement contains non-disclosure
and non-solicitation provisions typical of an agreement of its nature.



|C. |  | Board Practices
|-- |  | ---------------

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

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Our Board has an Audit Committee and
a Compensation Committee. The members of the committees do not have any fixed terms for holding their positions, are appointed
and replaced from time to time by resolution of the Board. With effect from September 1, 2014, the independent directors will be
paid an annual fee of US$12,000 with the chair of the audit committee to be paid an additional US$4,000 a year and the chair of
the compensation committee to be paid an additional US$2,000 a year. Prior to this the independent directors were paid an annual
fee of US$6,000 and did not receive any separate cash remuneration for acting as members of the committee, however committee members
were awarded additional stock options for each committee served on.

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Audit committee charter

Purpose of the committee

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

- the integrity, adequacy and timeliness of Miranda’s financial reporting and disclosure practices;
- Miranda’s compliance with legal and regulatory requirements related to financial reporting; and
- the independence and performance of Miranda’s independent auditor.



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

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

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

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

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

Authority and responsibilities

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



Audit committee members

For the fiscal year ended August 31,
2014, the Audit Committee of the Board of Miranda included Messrs. Ian Slater, G. Ross McDonald and Steve Ristorcelli. All three
members are considered “independent” as that term is defined in applicable securities legislation and all of the Audit
Committee members have the ability to read and understand Miranda’s financial statements.

Since the resignations of G. Ross McDonald
on September 3, and Steve Ristorcelli on September 11, 2014, the Audit Committee of the Board of Miranda now includes Messrs. Ian
Slater, James F. Cragg and Ken Cunningham. Mr. Slater and Mr. Cragg are considered independent and Mr. Cunningham, being a member
of management is not considered independent. All of the Audit Committee members have the ability to read and understand Miranda’s
financial statements.

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

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

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James F. Cragg is a senior level businessman
with experience in financial matters and is financially literate.

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

Ken Cunningham is a senior level businessman
with experience in financial matters and is financially literate.

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

Compensation Committee

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

For the fiscal year ended August 31,
2014, the Compensation Committee of the Board of Miranda included Messrs. James Cragg and Steve Ristorcelli. Both members are considered
“independent” as that term is defined in applicable securities legislation. Since the resignation of Steve Ristorcelli
on September 11, 2014, the Compensation Committee of the Board of Miranda now includes Messrs. James F. Cragg and Ian Slater. Mr.
Slater and Mr. Cragg are considered independent

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

- Reviewing and approving and then recommending to the Board salary, bonus, and other benefits, direct or indirect,
and any change control packages of the Chairperson of the Board (if any), the President, the Chief Executive Officer and other
members of the senior management team;
- Recommendation of salary guidelines to the Board;
- Administration of the Company’s compensation plans, including stock option plans, outside directors
compensation plans, and such other compensation plans or structures as are adopted by the Company from time-to-time;
- Research and identification of trends in employment benefits; and
- Establishment and periodic review of the Company’s policies in the area of management benefits and
perquisites.

D.	Employees

As of August 31, 2014, there are two
full time employees in Nevada and eleven full time employees in Colombia. Len Goldsmith the Chief Financial Officer and Doris Meyer
the Corporate Secretary are retained pursuant to the Golden Oak Agreement.

E.	Share Ownership

The following table sets forth, as of
November 30, 2014, the number of Miranda’s common shares beneficially owned by the directors and members of senior management
of Miranda, individually, and as a group, and the percentage of ownership of the outstanding common shares represented by such
shares.

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

Directors and Senior Management
Share Ownership

|Name of Beneficial
        Owner | Title of Class | Number of Securities of Class | Percent of  Class *
|-------------------------------- | -------------- | ----------------------------- | -------------------
|Kenneth Cunningham               | Common         | 2,453,500                     | 3.1%               
|Joseph Hebert                    | Common         | 1,614,000                     | 2.0%               
|James F. Cragg                   | Common         | 491,994                       | 0.6%               
|Ian Slater                       | Common         | 420,000                       | 0.5%               
|Doris Meyer                      | Common         | 595,000                       | 0.8%               
|Len Goldsmith                    | Common         | 247,500                       | 0.3%               
|TOTAL                            | Common         | 5,821,994                     | 7.4%               



*Based
on 78,800,252 common shares outstanding and as if all of the options and warrants (4,660,000 as a group) held by directors and
officers as at November 30, 2014, were exercised.

| | · | Kenneth Cunningham owns 753,500 common shares;
100,000 warrants; and holds a total of 1,600,000 stock options with exercise prices and expiry dates as shown in the table below;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Joseph Hebert owns 289,000 common shares;
200,000 warrants; and holds a total of 1,125,000 stock options with exercise prices and expiry dates as shown in the table below;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | James Cragg owns 79,494 common shares and
holds a total of 412,500 stock options with exercise prices and expiry dates as shown in the table below;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Ian Slater owns 10,000 common shares and
holds a total of 410,000 stock options with exercise prices and expiry dates as shown in the table below;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Doris Meyer owns 15,000 common shares indirectly
through Golden Oak; and Doris Meyer holds a total of 580,000 stock options with exercise prices and expiry dates as shown in the
table below;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Len Goldsmith owns 15,000 common shares and
holds a total of 232,500 stock options with exercise prices and expiry dates as shown in the table below
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

As of November
30, 2014, the directors and officers held as a group, directly or indirectly, an aggregate of 1,161,994 common shares; 300,000
warrants; and 4,360,000 stock options.

Options to Purchase Securities



The 2013 Stock Option Plan
(the “Plan”) was approved by our shareholders on January 22, 2013.

Summary of the
2013 Stock Option Plan

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

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

The exercise price of incentive stock
options granted under the Plan must be at least equal to the fair market value of the shares at the time of grant. With respect
to any participant possessing more than 10% of the voting power of Miranda’s outstanding capital stock, the exercise price
of any option granted must be at least equal to 110% of the fair market value on the date of grant and the maximum term of the
option must not exceed five years. The terms of all other options granted under the Plan may not exceed ten years.

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

The Board has the authority to amend
or terminate the Plan, provided that no such action may impair the rights of the holder of any outstanding option without the written
consent of any such holder, and provided further that certain amendments to the Plan are, by law, subject to regulatory and stockholder
approval.

The names and titles of the Directors
and Executive Officers of Miranda to whom outstanding stock options have been granted and the number of common shares subject to
such options is set forth in the following table as of November 30, 2014, 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.

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Stock Options Outstanding

|Name               | Title                | Number of Shares of Common Stock                                        | Exercise Price
        $                                      | Expiration Date                                                                                                          
|------------------ | -------------------- | ----------------------------------------------------------------------- | ------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------
|Kenneth Cunningham | Sr. Officer/Director | 400,000
        400,000
        300,000
        200,000
        300,000 | 0.560
        0.400
        0.305
        0.155
        0.145 | September 26, 2015
        October 20, 2016
        September 24, 2017
        October 17, 2018
        September 3, 2019
|James F. Cragg     | Director             | 95,000
        85,000
        70,000
        62,500
        100,000     | 0.560
        0.400
        0.305
        0.155
        0.145 | September 26, 2015
        October 20, 2016
        September 24, 2017
        October 17, 2018
        September 3, 2019
|Ian Slater         | Director             | 90,000
        90,000
        65,000
        65,000
        100,000     | 0.560
        0.400
        0.305
        0.155
        0.145 | September 26, 2015
        October 20, 2016
        September 24, 2017
        October 17, 2018
        September 3, 2019
|Joe Hebert         | Sr. Officer/Director | 250,000
        250,000
        200,000
        175,000
        250,000 | 0.560
        0.400
        0.305
        0.155
        0.145 | September 26, 2015
        October 20, 2016
        September 24, 2017
        October 17, 2018
        September 3, 2019
|Doris Meyer        | Sr. Officer(1)       | 175,000
        175,000
        130,000
        25,000
        75,000   | 0.560
        0.400
        0.305
        0.155
        0.145 | September 26, 2015
        October 20, 2016
        September 24, 2017
        October 17, 2018
        September 3, 2019
|Len Goldsmith      | Sr. Officer(1)       | 30,000
        30,000
        22,500
        75,000
        75,000      | 0.560
        0.400
        0.305
        0.155
        0.145 | September 26, 2015
        October 20, 2016
        September 24, 2017
        October 17, 2018
        September 3, 2019

| | (1) | Doris Meyer retired as the CFO and remained as Corporate Secretary on
October 17, 2013, and the Board appointed Len Goldsmith as CFO with effect from October 17, 2013.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Total Officers/Directors (6 persons) 4,360,000
at November 30, 2014

Total Officers/Directors/Employees 6,772,500
at November 30, 2014



ITEM 7	MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major Shareholders

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

| | · | Global Strategic Management Inc. reported on Schedule 13G to the Securities Exchange Commission
on January 15, 2014, that as at December 31, 2013, it held 4,883,733 common shares of Miranda or 6.6% at November 30, 2014; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Sprott Inc. reported on Schedule 13G to the Securities Exchange Commission on January 17, 2014,
that as at December 31, 2013, it held:
| | - | --------------------------------------------------------------------------------------------------------------------------------------

| | o | Sole voting and dispositive power over 4,564,620 common shares of Miranda, and
| | - | ------------------------------------------------------------------------------

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| | o | Shared voting and dispositive power over 4,500,000 common shares of Miranda, for a combined total
of 12.2% at November 30, 2014; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------

| | · | Stephens Investment Management, LLC, reported on Schedule 13G to the Securities Exchange Commission
on November 3, 2014, that as at December 9, 2011, it held:
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Sole voting and dispositive power over 6,788,500 common shares of Miranda, and
| | - | ------------------------------------------------------------------------------

| | o | Shared voting and dispositive power over 1,000,000 common shares of Miranda, for a combined total
of 10.5% at November 30, 2014; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------

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

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

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

Miranda’s registered shareholder
list for Miranda’s common shares, dated November 30, 2014, showed 55 registered shareholders and 74,140,252 shares outstanding
of which 39 of these registered shareholders were US residents including one that is a depository for US residents, so that US
residents own 23,751,788 common shares representing 32.0% of the issued and outstanding shares of Miranda.

B.	Related Party Transactions

During
the year ended August 31, 2014, 2013, and 2012, the Company:



| | a) | paid $121,012 (2013 - $116,357; 2012 - $114,450) to a company
controlled by a common officer pursuant to a contract for consulting fees; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------



| | b) | included in wages and benefits are fees paid to independent
directors of $28,371 (2013 - $30,151; 2012 - $30,319).
| | -- | ------------------------------------------------------------------------------------------------------------------



At August
31, 2014, an amount of $34,773 for expenses owed to officers are included in accounts payable and accrued liabilities (August 31,
2013 - $1,109; August 31, 2012 - $34,337). These amounts were settled in the ordinary course of business shortly after the year
end.



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



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



Other than as disclosed above, there
have been no transactions during the 2014 fiscal year which have materially affected or will materially affect Miranda in which
any director, executive officer, or beneficial holder of more than 5% of the outstanding common stock, or any of their respective
relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest. Management believes
the transactions referenced above were on terms at least as favorable to Miranda as Miranda could have obtained from unaffiliated
parties.

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C.	Interests of Experts and Counsel

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

ITEM 8	FINANCIAL
INFORMATION

|A. |  | Consolidated Statements and Other Financial Information
|-- |  | -------------------------------------------------------



Financial Statements



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



Legal and Arbitration Proceedings



Miranda is not involved in
any legal or arbitration proceedings.



Dividends



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

|B. |  | Significant Changes
|-- |  | -------------------

No significant changes have occurred
since the date of Miranda’s most recent audited financial statements, August 31, 2014, other than disclosed in this Annual
Report on Form 20-F, items represented in Note 18 to the financial statements, and property update activities as reported in Note
10 to the financial statements for the year ended August 31, 2014.

ITEM 9	THE
OFFER AND LISTING

|A. |  | Offer and Listing Details
|-- |  | -------------------------

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

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

TSX.V Stock Trading Activity, Sales

|For the Fiscal Year Ended | High
        $ | Low
        $
|------------------------- | -------------- | -------------
|August, 2014              | 0.21           | 0.11         
|August, 2013              | 0.34           | 0.125        
|August, 2012              | 0.50           | 0.24         
|August, 2011              | 0.81           | 0.38         
|August, 2010              | 0.84           | 0.32         



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

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TSX.V Stock Trading Activity, Sales

|Period
        Ended | Volume    | High
        $ | Low
        $ | Close
        $
|-------------------- | --------- | -------------- | ------------- | ---------------
|Feb 28/13            | 2,900,461 | 0.285          | 0.185         | 0.260          
|May 31/13            | 4,184,436 | 0.260          | 0.125         | 0.245          
|Aug 31/13            | 2,183,739 | 0.250          | 0.140         | 0.250          
|Nov 30/13            | 3,136,522 | 0.210          | 0.110         | 0.200          
|Feb 28/14            | 2,550,466 | 0.200          | 0.125         | 0.200          
|May 31/14            | 2,402,841 | 0.190          | 0.145         | 0.190          
|Aug 31/14            | 2,692,213 | 0.165          | $0.130        | 0.165          
|Nov 30/14            | 2,189,339 | 0.150          | 0.085         | 0.150          



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

TSX.V Stock Trading Activity, Sales

|Period Ended | High
        $ | Low
        $
|------------ | -------------- | -------------
|Jun-14       | 0.160          | 0.140        
|Jul-14       | 0.165          | 0.130        
|Aug-14       | 0.160          | 0.145        
|Sep-14       | 0.150          | 0.120        
|Oct-14       | 0.135          | 0.090        
|Nov-14       | 0.140          | 0.085        



Price Fluctuations: Share Price
Volatility

In recent years, securities markets in
Canada have experienced a high level of price and volume volatility, and the market price of many resource companies, particularly
those considered speculative exploration companies, have experienced wide fluctuations in price which have not necessarily been
related to operating performance or underlying asset values on prospects of such companies. Miranda’s shares fluctuated during
fiscal 2014, from a low of $0.11 to a high of $0.21; and for the most recent six months from a low of $0.085 to a high of $0.165.
Exploration for minerals is considered high risk and highly speculative and the trading market for mineral exploration companies
is characteristically volatile, with wide fluctuation of price and volume only in part related to progress of exploration. There
can be no assurance that continual fluctuations in Miranda’s share price and volume will not occur.

|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.

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|C. |  | Markets
|-- |  | -------

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

|Stock Exchange or other regulated market | Company symbol
|---------------------------------------- | --------------
|TSX Venture Exchange                     | MAD           
|OTC Bulletin Board                       | MRDDF         
|Frankfurt Stock Exchange                 | MRG           
|Berlin Stock Exchange                    | MRG           



|D. |  | Dilution
|-- |  | --------

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

|E. |  | Expenses of the Issue
|-- |  | ---------------------

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

ITEM 10	ADDITIONAL
INFORMATION

|A. |  | Share Capital
|-- |  | -------------

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

|B. |  | Memorandum and Articles of Association
|-- |  | --------------------------------------

Incorporation

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

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

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

|C. |  | Material Contracts
|-- |  | ------------------

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

|D. |  | Exchange Controls
|-- |  | -----------------

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

Canada has no system of exchange controls.
 There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident
investors. There are no laws in Canada or exchange

72 | P a g e





restrictions affecting the remittance
of dividends, profits, interest, royalties and other payments to non-resident holders of the Issuer’s securities, except
as discussed in “10.E. Taxation” below.

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

|E. |  | Taxation
|-- |  | --------

Certain Canadian Federal Income
Tax Consequences

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

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

Dividends on Common Shares
and Other Income

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

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

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



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Dispositions of Common Shares

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

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

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

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



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



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

Certain U.S. Tax Consequences

U.S. Federal Income Tax Consequences

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

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

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U.S. Holders

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

Distributions on Our Common
Shares

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

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

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

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

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

Foreign Tax Credit

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

Disposition of Our Common
Shares

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

Other Considerations

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

Foreign Personal Holding Company

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

Foreign Investment Company

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

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.

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

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

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

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

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

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

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.

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

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

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

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

Controlled Foreign Corporation

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

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|F. |  | Dividends and Paying Agents
|-- |  | ---------------------------

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

|G. |  | Statement by Experts
|-- |  | --------------------

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

|H. |  | Documents on Display
|-- |  | --------------------

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

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

|I. |  | Subsidiary Information
|-- |  | ----------------------

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

ITEM 11	QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 12	DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

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PART
II

ITEM 13	DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable

ITEM 14	MATERIAL
MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

Not applicable

ITEM 15	CONTROLS
AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period
covered by this Form 20-F Annual Report for the fiscal year ended August 31, 2014, an evaluation was carried out under the supervision
of and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures
(as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation the CEO and the
CFO have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were
effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to
the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable
rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated
and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding
required disclosure.

Management’s Report on Internal Control
over Financial Reporting

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

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

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

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

The Company's management
assessed the effectiveness of the Company's internal control over financial reporting as of August 31, 2014. In making this assessment,
it used the criteria set forth in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based on this assessment, management concluded that, as of August 31, 2014, the Company's internal
control over financial reporting is effective based on those criteria.

81 | P a g e





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

Attestation Report
of the Registered Accounting Firm

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

Changes in Internal Controls over Financial
Reporting

There were no changes
in our internal control over financial reporting that occurred during our most recently completed fiscal year ended August 31,
2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



ITEM 15T	CONTROLS
AND PROCEDURES

Not applicable

ITEM 16	[RESERVED]

ITEM 16A	AUDIT COMMITTEE FINANCIAL
EXPERT

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

ITEM 16B	CODE OF ETHICS

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



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



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



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



- compliance with applicable governmental laws, rules and regulations;



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



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



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



82 | P a g e





ITEM 16C	PRINCIPAL ACCOUNTANT FEES
AND SERVICES

During the financial years ended August
31, 2014 and 2013, Davidson & Company LLP, Chartered Accountants, (“Davidson”) served as Miranda’s auditor.

The chart below sets forth the total
amount accrued by Miranda to Davidson for services performed in the fiscal years 2014, 2013, and 2012; and breaks down these amounts
by category of service.

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

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

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

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

|Principal Accountant Fees and Services | Fiscal Year ended
        August 31, 2014
        $ | Fiscal Year ended
        August 31, 2013
        $ | Fiscal Year ended
        August 31, 2012
        $
|-------------------------------------- | --------------------------------------------------- | --------------------------------------------------- | ---------------------------------------------------
|Audit Fees                             | 45,000                                              | 57,500                                              | 57,000                                             
|Audit-Related Fees(IFRS)               | -                                                   | -                                                   | 10,000                                             
|Tax Fees                               | 7,500                                               | 5,500                                               | 5,000                                              
|All Other Fees                         | 1,500                                               | 1,500                                               | 1,500                                              
|TOTAL                                  | 54,000                                              | 64,500                                              | 73,500                                             

Audit Committee's pre-approval
policies and procedures

The Audit Committee nominates and engages the
independent auditors to audit the financial statements, and approves all audit services, audit-related services, tax services and
other services provided by Davidson. Any services provided by Davidson that are not specifically included within the scope of the
audit must be pre-approved by the audit committee prior to any engagement. The audit committee is permitted to approve certain
fees for audit-related services, tax services and other services pursuant to a de minimusexception before the completion
of the engagement. In fiscal 2014 and 2013, fees paid to Davidson were approved pursuant to the de minimusexception for
tax services.



ITEM 16D	EXEMPTIONS FROM THE LISTING
STANDARDS FOR AUDIT COMMITTEES

Not Applicable

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

Not Applicable

ITEM 16F
CHANGE IN REGISTRANT’S
CERTIFYING ACCOUNTANT

Not Applicable

83 | P a g e





ITEM 16G	CORPORATE GOVERNANCE

Not applicable

ITEM 16H	MINE SAFETY DISCLOSURE

Not applicable

84 | P a g e





PART
III

ITEM 17
	FINANCIAL STATEMENTS

Miranda is furnishing financial statements
under Item 18.

ITEM 18
	FINANCIAL STATEMENTS

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

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

| | a) | Auditor’s Report, dated December 16, 2014;
| | -- | ------------------------------------------

| | b) | Consolidated Statements of Financial Position as of August 31, 2014, and August 31, 2013;
| | -- | -----------------------------------------------------------------------------------------

| | c) | Consolidated Statements of Loss and Comprehensive Loss for the years ended August 31, 2014, August
31, 2013, and August 31, 2012;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------

| | d) | Consolidated Statements of Cash Flows for the years ended August 31, 2014, August 31, 2013, and
August 31, 2012;
| | -- | ----------------------------------------------------------------------------------------------------------------

| | e) | Consolidated Statement of Changes in Equity for the years ended August 31, 2014, August 31, 2013,
and August 31, 2012; and
| | -- | --------------------------------------------------------------------------------------------------------------------------

| | f) | Notes to Consolidated Financial Statements for the years ended August 31, 2014, August 31, 2013,
and August 31, 2012.
| | -- | ---------------------------------------------------------------------------------------------------------------------

ITEM 19	EXHIBITS

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

|Exhibit Number | Description                                                                                                                          
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------
|1.1            | Transition Application and Notice of Articles effective September 22, 2005(2)                                                        
|1.2            | Notice of Alteration filed September 22, 2005(2)                                                                                     
|1.3            | Articles(1)                                                                                                                          
|1.4            | Code of Conduct (3)                                                                                                                  
|12.1           | Certification of CEO  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; (4)                                                 
|12.2           | Certification of CFO  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; (4)                                                 
|13.1           | Certification of CEO  Pursuant to 18  U.S.C. Sect ion 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (4)
|13.2           | Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4)    



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

85 | P a g e





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

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

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



Signatures

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

MIRANDA GOLD CORP.

By: “Ken Cunningham”

Ken Cunningham, Chairman, President, and
Chief Executive officer



Date: December 16, 2014

86 | P a g e







EXHIBIT INDEX

|Exhibit Number | Description                                                                                                                            
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------
|12.1           | Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)                                                    
|12.2           | Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)                                                     
|13.1           | Certification of CEO  Pursuant to 18  U.S.C. Sect ion 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(1)   
|13.2           | Certification of CFO Pursuant to 18
     U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)



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





87 | P a g e





































CONSOLIDATED
FINANCIAL STATEMENTS







For
the years ended August 31, 2014, 2013 and 2012



(Stated
in Canadian dollars)





























REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





To the Shareholders and Directors of

Miranda Gold Corp.



We have audited the accompanying consolidated
financial statements of Miranda Gold Corp., which comprise of the consolidated statements of financial position as of August 31,
2014 and 2013, and the related consolidated statements of loss and comprehensive loss, cash flows and changes in equity for the
years ended August 31, 2014, 2013, and 2012 and a summary of significant accounting policies and other explanatory information.



Management’s Responsibility for
the Consolidated Financial Statements



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



Auditors’ Responsibility



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



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



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



Opinion



In our opinion, these consolidated financial
statements present fairly, in all material respects, the financial position of Miranda Gold Corp. as at August 31, 2014 and 2013
and its financial performance and its cash flows for the years ended August 31, 2014, 2013 and 2012 in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board.





“DAVIDSON & COMPANY LLP”



|Vancouver, Canada | Chartered Accountants
|----------------- | ---------------------
|                  |                      
|December 16, 2014 |                      















MIRANDA
GOLD CORP.



CONSOLIDATED STATEMENTS
OF FINANCIAL POSITION

(stated in Canadian dollars)







|                                     |                                          |         |                      |                     
|------------------------------------ | ---------------------------------------- | ------- | -------------------- | --------------------
|                                     |                                          |         | August 31,           | August 31,          
|                                     |                                          |         | 2014                 | 2013                
|                                     |                                          | Note    |                      |                     
|                                     |                                          |         |                      |                     
|                                     |                                          |         |                      |                     
|ASSETS                               |                                          |         |                     
|                                     |                                          |         |                      |                     
|Current                              |                                          |         |                     
|                                     | Cash                                     | 5       | $         4,181,474  | $         7,116,543 
|                                     | Amounts receivable                       | 6       | 343,205              | 201,505             
|                                     | Marketable securities                    | 7       | 160,400              | 98,850              
|                                     | Advances and prepaid expenses            | 8       | 84,176               | 80,627              
|                                     |                                          |         | 4,769,255            | 7,497,525           
|                                     |                                          |         |                      |                     
|Equipment                            | 9                                        | 188,909 | 253,851             
|Exploration and evaluation assets    | 10                                       | 316,816 | 188,386             
|                                     |                                          |         | $         5,274,980  | $         7,939,762 
|                                     |                                          |         |                      |                     
|LIABILITIES AND SHAREHOLDERS' EQUITY |                                          |         |                     
|                                     |                                          |         |                      |                     
|Current                              |                                          |         |                     
|                                     | Accounts payable and accrued liabilities | 11      | $            208,012 | $            295,788
|                                     |                                          |         |                      |                     
|Shareholders' equity                 |                                          |         |                     
|                                     | Share capital                            | 12      | 29,667,503           | 29,652,503          
|                                     | Stock-based reserve                      |         | 6,648,899            | 6,535,486           
|                                     | Warrant reserve                          |         | 4,074,064            | 4,074,064           
|                                     | Accumulated other comprehensive loss     |         | (93,808)             | (140,479)           
|                                     | Deficit                                  |         | (35,229,690)         | (32,477,600)        
|                                     |                                          |         | 5,066,968            | 7,643,974           
|                                     |                                          |         | $         5,274,980  | $         7,939,762 
|Nature of operations                 | 1                                        |         |                     
|Subsequent events                    | 10 & 18                                  |         |                     









Approved for issue by the
Board of Directors on December 16, 2014.



They are signed on the Company’s
behalf by:







|“Kenneth Cunningham”         |  | “Ian Slater”        
|---------------------------- |  | --------------------
|Kenneth Cunningham, Director |  | Ian Slater, Director







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













MIRANDA
GOLD CORP.



CONSOLIDATED STATEMENTS
OF LOSS

AND COMPREHENSIVE
LOSS

(stated in Canadian dollars)





|                                                    |                                                                |                         |                         |                         |                     
|--------------------------------------------------- | -------------------------------------------------------------- | ----------------------- | ----------------------- | ----------------------- | --------------------
|                                                    |                                                                |                         | Year ended August 31,  
|                                                    |                                                                | Note                    | 2014                    | 2013                    | 2012                
|                                                    |                                                               
|Expenses                                            |                                                                |                         |                         |                        
|                                                    | Consulting                                                     |                         | $            122,935    | $            118,103    | $            109,987
|                                                    | Depreciation                                                   |                         | 72,330                  | 81,414                  | 87,492              
|                                                    | Directors fees                                                 |                         | 28,371                  | 30,151                  | 30,319              
|                                                    | Exploration and evaluation expenditures                        | 10                      | 1,986,071               | 1,904,139               | 1,933,783           
|                                                    | Exploration and evaluation expenditure recoveries              | 10                      | (647,736)               | (687,306)               | (483,926)           
|                                                    | Exploration and evaluation property cost recoveries            |                         | (23,200)                | (3,960)                 | (9,400)             
|                                                    | Foreign exchange                                               |                         | (3,885)                 | (58,783)                | 5,056               
|                                                    | Insurance                                                      |                         | 36,511                  | 35,972                  | 37,968              
|                                                    | Investor relations and business promotion                      |                         | 72,252                  | 252,761                 | 220,966             
|                                                    | Management fees earned                                         |                         | (605)                   | (2,010)                 | (4,706)             
|                                                    | Office rent, telephone, secretarial, sundry                    |                         | 127,576                 | 190,594                 | 201,109             
|                                                    | Professional fees                                              |                         | 63,502                  | 85,642                  | 92,586              
|                                                    | Stock-based compensation                                       | 12                      | 113,413                 | 329,143                 | 459,188             
|                                                    | Travel and business promotion                                  |                         | 138,828                 | 130,430                 | 122,780             
|                                                    | Transfer agent, filing and regulatory fees                     |                         | 39,917                  | 47,084                  | 48,067              
|                                                    | Wages and benefits                                             |                         | 603,843                 | 705,056                 | 768,447             
|                                                    |                                                                |                         | (2,730,123)             | (3,158,430)             | (3,619,716)         
|                                                    |                                                                |                         |                         |                         |                     
|Interest earned                                     |                                                                | 71,524                  | 86,427                  | 84,964                 
|Write-off of exploration and evaluation assets      | 10                                                             | (55,491)                | (49,891)                | (86,465)               
|Loss on disposal of equipment                       |                                                                | -                       | -                       | (2,697)                
|Insurance recovery                                  |                                                                | -                       | 6,942                   | -                      
|Loss on sale of marketable securities               | 7                                                              | (38,000)                | (100,801)               | -                      
|                                                    |                                                                |                         | (21,967)                | (57,323)                | (4,198)             
|Loss before income taxes                            |                                                                | (2,752,090)             | (3,215,753)             | (3,623,914)            
|                                                    |                                                                |                         |                         |                         |                     
|                                                    | Deferred income tax (expense) recovery                         | 17                      | -                       | -                       | (14,123)            
|                                                    |                                                                |                         |                         |                         |                     
|Loss for the year                                   |                                                                | (2,752,090)             | (3,215,753)             | (3,638,037)            
|                                                    | Unrealized gain (loss) on marketable securities,net of taxes   |                         | 61,150                  | (52,122)                | (163,997)           
|                                                    | Foreign currency translation differences forforeign operations |                         | (14,479)                | (28,323)                | 19,201              
|Comprehensive loss for the year                     |                                                                | $        (2,705,419)    | $        (3,296,198)    | $        (3,782,833)   
|Basic and diluted loss per common share             |                                                                | $                (0.04) | $                (0.05) | $                (0.07)
|Weighted average number of commonshares outstanding |                                                                | 74,061,896              | 67,673,299              | 52,927,922             







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









MIRANDA GOLD CORP.



CONSOLIDATED STATEMENTS
OF CASH FLOWS

(stated in Canadian dollars)





|                                   |                                                         |                     |                       |                      |                     
|---------------------------------- | ------------------------------------------------------- | ------------------- | --------------------- | -------------------- | --------------------
|                                   |                                                         |                     | Year ended August 31,
|                                   |                                                         |                     | 2014                  | 2013                 | 2012                
|                                   |                                                         |                     |                       |                     
|Cash provided from (used for):     |                                                         |                     |                       |                     
|                                   |                                                         |                     |                       |                      |                     
|Operating activities               |                                                         |                     |                       |                     
|                                   | Loss for the year                                       |                     | $        (2,752,090)  | $        (3,215,753) | $        (3,638,037)
|                                   | Items not affecting cash:                               |                     |                       |                      |                     
|                                   | Depreciation                                            |                     | 72,330                | 81,414               | 87,492              
|                                   | Deferred income tax expense (recovery)                  |                     | -                     | -                    | 14,123              
|                                   | Unrealized foreign exchange (gain) loss                 |                     | (41,160)              | (70,167)             | 18,903              
|                                   | Write-off of exploration and evaluation assets          |                     | 55,491                | 49,891               | 86,465              
|                                   | Shares received as exploration and evaluationrecoveries |                     | (40,400)              | (3,960)              | (9,400)             
|                                   | Stock-based compensation                                |                     | 113,413               | 329,143              | 459,188             
|                                   | Loss on disposal of equipment                           |                     | -                     | -                    | 2,697               
|                                   | Loss on sale of marketable securities                   |                     | 38,000                | 100,801              | -                   
|                                   | Change in non-cash working capital items:               |                     |                       |                      |                     
|                                   | Amounts receivable                                      |                     | (90,654)              | (40,975)             | 317,221             
|                                   | Advances and prepaid expenses                           |                     | (3,549)               | (698)                | 21,073              
|                                   | Accounts payable and accrued liabilities                |                     | (87,776)              | 62,996               | 54,400              
|                                   |                                                         |                     | (2,736,395)           | (2,707,308)          | (2,585,875)         
|                                   |                                                         |                     |                       |                      |                     
|Investing activities               |                                                         |                     |                       |                     
|                                   | Exploration and evaluation asset acquisitions           |                     | (331,557)             | (106,131)            | (6,018)             
|                                   | Exploration and evaluation asset recoveries             |                     | 115,057               | 36,294               | 30,378              
|                                   | Proceeds from sale of marketable securities             |                     | 2,000                 | 56,687               | -                   
|                                   | Equipment purchases                                     |                     | (3,587)               | (66,957)             | (148,195)           
|                                   |                                                         |                     | (218,087)             | (80,107)             | (123,835)           
|                                   |                                                         |                     |                       |                      |                     
|Financing activities               |                                                         |                     |                       |                     
|                                   | Shares issued                                           |                     | -                     | 5,000,000            | 29,750              
|                                   | Share issue costs                                       |                     | -                     | (72,259)             | -                   
|                                   |                                                         |                     | -                     | 4,927,741            | 29,750              
|                                   |                                                         |                     |                       |                      |                     
|Effect of foreign exchange on cash |                                                         | 19,413              | 20,873                | (1,359)             
|                                   |                                                         |                     |                       |                      |                     
|Change in cash for the year        |                                                         | (2,935,069)         | 2,161,199             | (2,681,319)         
|                                   |                                                         |                     |                       |                      |                     
|Cash, beginning of the year        |                                                         | 7,116,543           | 4,955,344             | 7,636,663           
|                                   |                                                         |                     |                       |                      |                     
|Cash, end of the year              |                                                         | $         4,181,474 | $         7,116,543   | $         4,955,344 
|                                   |                                                         |                     |                       |                      |                     







Supplementary
disclosure with respect to cash flows – Note 16





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









MIRANDA
GOLD CORP.



CONSOLIDATED STATEMENTS
OF CHANGES IN EQUITY

(stated in Canadian dollars)





|                                |                                                                                  |                  |                 |                     |                |                                  |                          |                                                                |                  |                           
|------------------------------- | -------------------------------------------------------------------------------- | ---------------- | --------------- | ------------------- | -------------- | -------------------------------- | ------------------------ | -------------------------------------------------------------- | ---------------- | --------------------------
|                                |                                                                                  |                  |                 | Reserves            |                | Other ComprehensiveIncome (Loss) |                          |                                                               
|                                |                                                                                  | Number of Shares | ShareCapital    | Stock-based Reserve | WarrantReserve |                                  | Foreign Exchange Reserve | Unrealized gains / losses on marketable securities, net of tax | Deficit          | Total Shareholders' Equity
|Balance, September 1, 2011      | 52,849,452                                                                       | $   26,502,488   | $     5,760,250 | $     2,170,124     |                | $        (14,102)                | $         98,864         | $    (25,623,810)                                              | $      8,893,814
|                                |                                                                                  |                  |                 |                     |                |                                  |                          |                                                                |                  |                           
|Share issues:                   |                                                                                  |                  |                 |                     |                |                                  |                          |                                                                |                 
|                                | Exercise of stock options                                                        | 85,000           | 42,845          | (13,095)            | -              |                                  | -                        | -                                                              | -                | 29,750                    
|                                | Fair value of share purchase warrantsissued pursuant to a joint ventureagreement | -                | -               | -                   | 10,969         |                                  | -                        | -                                                              | -                | 10,969                    
|                                | Fair value of shares issued pursuant toa joint venture agreement                 | 140,000          | 46,200          | -                   | -              |                                  | -                        | -                                                              | -                | 46,200                    
|Stock-based compensation        | -                                                                                | -                | 459,188         | -                   |                | -                                | -                        | -                                                              | 459,188         
|Comprehensive loss for the year | -                                                                                | -                | -               | -                   |                | 19,201                           | (163,997)                | (3,638,037)                                                    | (3,782,833)     
|                                |                                                                                  |                  |                 |                     |                |                                  |                          |                                                                |                  |                           
|Balance, August 31, 2012        | 53,074,452                                                                       | 26,591,533       | 6,206,343       | 2,181,093           | #              | 5,099                            | (65,133)                 | (29,261,847)                                                   | 5,657,088       
|                                |                                                                                  |                  |                 |                     |                |                                  |                          |                                                                |                  |                           
|Share issues:                   |                                                                                  |                  |                 |                     |                |                                  |                          |                                                                |                 
|                                | Private placement                                                                | 20,000,000       | 3,182,963       | -                   | 1,817,037      |                                  | -                        | -                                                              | -                | 5,000,000                 
|                                | Private placement - finders units                                                | 835,800          | 133,016         | -                   | 75,934         |                                  | -                        | -                                                              | -                | 208,950                   
|                                | Fair value of shares issued pursuant toa joint venture agreement                 | 130,000          | 26,200          | -                   | -              |                                  | -                        | -                                                              | -                | 26,200                    
|                                | Share issue costs - cash                                                         | -                | (72,259)        | -                   | -              |                                  | -                        | -                                                              | -                | (72,259)                  
|                                | Share issue costs - fair value finders units                                     | -                | (208,950)       | -                   | -              |                                  | -                        | -                                                              | -                | (208,950)                 
|Stock-based compensation        | -                                                                                | -                | 329,143         | -                   |                | -                                | -                        | -                                                              | 329,143         
|Comprehensive loss for the year | -                                                                                | -                | -               | -                   |                | (28,323)                         | (52,122)                 | (3,215,753)                                                    | (3,296,198)     
|                                |                                                                                  |                  |                 |                     |                |                                  |                          |                                                                |                  |                           
|Balance, August 31, 2013        | 74,040,252                                                                       | 29,652,503       | 6,535,486       | 4,074,064           | #              | (23,224)                         | (117,255)                | (32,477,600)                                                   | 7,643,974       
|                                |                                                                                  |                  |                 |                     |                |                                  |                          |                                                                |                  |                           
|Share issues:                   |                                                                                  |                  |                 |                     |                |                                  |                          |                                                                |                 
|                                | Fair value of shares issued pursuant toa joint venture agreement                 | 100,000          | 15,000          | -                   | -              |                                  | -                        | -                                                              | -                | 15,000                    
|Stock-based compensation        | -                                                                                | -                | 113,413         | -                   |                | -                                | -                        | -                                                              | 113,413         
|Comprehensive loss for the year | -                                                                                | -                | -               | -                   |                | (14,479)                         | 61,150                   | (2,752,090)                                                    | (2,705,419)     
|                                |                                                                                  |                  |                 |                     |                |                                  |                          |                                                                |                  |                           
|Balance, August 31, 2014        | 74,140,252                                                                       | $   29,667,503   | $     6,648,899 | $     4,074,064     | #              | $        (37,703)                | $        (56,105)        | $    (35,229,690)                                              | $      5,066,968
|                                |                                                                                  |                  |                 |                     |                |                                  |                          |                                                                |                  |                           







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











Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 1. | NATURE OF OPERATIONS
| | -- | --------------------



Miranda Gold Corp. (“Miranda”
or the “Company”) is a publicly-traded company incorporated under the laws of the Province of British Columbia, Canada.
The Company’s shares are listed on the TSX Venture Exchange (“TSX-V”). The corporate office of the Company is
Unit 1 - 15782 Marine Drive, White Rock, B.C., V4B 1E6. The Company is engaged in the identification, acquisition, exploration
and, if warranted, development of exploration and evaluation assets in the United States and Colombia. The consolidated financial
statements of the Company as at and for the year ended August 31, 2014, comprise the Company and its subsidiaries (Note 3). The
Company is considered to be in the exploration stage as it has not placed any of its exploration and evaluation assets into production.



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



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



These consolidated financial statements
are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities
in the normal course of business in the foreseeable future. Management believes that the Company’s cash on hand at August
31, 2014, is sufficient to finance exploration activities and operations through the next twelve months. The Company’s ability
to continue on a going concern basis beyond the next twelve months depends on its ability to successfully raise additional financing
for the substantial capital expenditures required to achieve planned principal operations. While the Company has been successful
in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that
such financing will be on terms acceptable to the Company.



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



| | 2. | BASIS OF PRESENTATION
| | -- | ---------------------



| | a) | Statement of compliance
| | -- | -----------------------



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



| | b) | Basis of measurement
| | -- | --------------------



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

1





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 2. | BASIS OF PRESENTATION(continued)
| | -- | --------------------------------



| | c) | Functional and presentation currency
| | -- | ------------------------------------



The presentation currency of the
Company is the Canadian dollar.



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



| | d) | Use of estimates and judgments
| | -- | ------------------------------



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



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



| | (i) | Critical accounting estimates
| | --- | -----------------------------



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



Estimated useful lives of equipment



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



Carrying value and the recoverability
of exploration and evaluation assets



Management has determined that exploration
and evaluation costs incurred which were capitalized may have future economic benefits and may be economically recoverable. Management
uses several criteria in its assessments of economic recoverability and probability of future economic benefits including geologic
and other technical information, scoping and feasibility studies, accessibility of facilities and existing permits.



Share-based compensation



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



2





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 2. | BASIS OF PRESENTATION(continued)
| | -- | --------------------------------



| | d) | Use of estimates and judgments(continued)
| | -- | -----------------------------------------



Recovery of deferred tax assets



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



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



The Company
has not recorded any deferred tax assets.



| | (ii) | Critical accounting judgments
| | ---- | -----------------------------



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



Determination of functional currency



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



| | 3. | SIGNIFICANT ACCOUNTING POLICIES
| | -- | -------------------------------



Principles
of consolidation



These
consolidated financial statements include the accounts of the Company and its subsidiaries and branch operations from the date
control was acquired. Control exists when the Company posses power over an investee, has exposure to variable returns from the
investee and has the ability to use its power over the investee to affect its returns. Intercompany balances and transactions,
and any income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.



|Name of subsidiary            | Place of incorporation                                               | Proportion of ownership interest | Principal activity         
|----------------------------- | -------------------------------------------------------------------- | -------------------------------- | ---------------------------
|Miranda Gold U.S.A., Inc.     | State of Nevada                                                      | 100%                             | Mineral exploration company
|Miranda Gold Colombia I Ltd.  | Province of British Columbia                                         | 100%                             | Holding company            
|Miranda Gold Colombia II Ltd. | Province of British Columbia,
        with branch office in Colombia | 100%                             | Mineral exploration company
|Rovira Mining Limited         | Province of British Columbia,
        with branch office in Colombia | 30% (1)                          | Mineral exploration company
|Miranda Gold Colombia IV Ltd. | Province of British Columbia,
        with branch office in Colombia | 100%                             | Mineral exploration company
|Miranda Gold Colombia V Ltd.  | Province of British Columbia,
        with branch office in Colombia | 30% (1)                          | Mineral exploration company



(1)
– the option partners’ shares are subject to forfeiture, see Note 10(q) and (t)



3





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
| | -- | ------------------------------------------



Foreign
currency translation



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



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



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



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



Equipment



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



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



Exploration
and evaluation assets and expenditures



Upon
acquiring the legal right to explore a property, all direct costs related to the acquisition of mineral property interests are
capitalized. Exploration and evaluation expenditures incurred prior to the determination of the feasibility of mining operations
and a decision to proceed with development are charged to operations as incurred.



Expenditures
incurred subsequent to a development decision, and to increase or to extend the life of existing production, are capitalized and
will be transferred to property, plant and equipment and amortized on the unit-of-production method based upon estimated proven
and probable reserves. When there is little prospect of further work on a property being carried out by the Company, the remaining
deferred costs associated with that property are charged to operations during the period such determination is made.



The Company assesses exploration
and evaluation assets for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount.



4





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
| | -- | ------------------------------------------



Restoration,
rehabilitation and environmental obligations



An
obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the
exploration or development of a mineral property interest. Such costs arising from the decommissioning of a plant and other site
preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying
amount of the asset, along with a corresponding liability as soon as the obligation to incur such costs arises. The timing of the
actual rehabilitation expenditure is dependent on a number of factors such as the life and nature of the asset, the operating license
conditions and, when applicable, the environment in which the mine operates.



A
liability is recognized for legal obligations relating to the restoration, rehabilitation and retirement of property, plant or
equipment obligations arising from the acquisition, construction, development or normal operation of those assets. Such decommissioning
liabilities are recognized at fair value, when a reasonable estimate of fair value can be made, in the period in which the liability
is incurred. A corresponding increase to the carrying amount of the related asset where one is identifiable is recorded and amortized
over the life of the asset. Where a related asset is not easily identifiable with a liability, the change in fair value over the
course of the year is expensed. The amount of the liability is subject to re-measurement at each reporting period. The estimates
are based principally on legal and regulatory requirements.



It
is possible that the Company’s estimate of its ultimate reclamation liabilities could change as a result of changes in regulations;
the extent of environmental remediation required or completed and the means of reclamation or changes in cost estimates. Changes
in estimates are accounted for prospectively commencing in the period the estimate is revised.



The
Company has no material restoration, rehabilitation and environmental obligations as all environmental disturbances to date has
been minimal.



Impairment



The
carrying amounts of the Company’s non-financial assets, other than deferred tax assets if any, are reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable
amount is estimated.



For
the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets
that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets
(the “cash-generating unit” or “CGU”). The recoverable amount of an asset or CGU is the greater of its
value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset.



The
Company’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be
impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.



An
impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment
losses are recognized in operations.



Impairment
losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An
impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. A reversal of an impairment
loss is recognized immediately in operations.





5





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
| | -- | ------------------------------------------



Provisions



A
provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be
estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions
are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the
time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost. The
Company has not recorded any provisions for any of the financial years presented.



Financial
assets



| | (i) | Financial assets at fair value through profit or loss (“FVTPL”)
| | --- | ---------------------------------------------------------------



Financial
assets at FVTPL are financial assets held for trading. A financial asset is classified in this category if acquired principally
for the purpose of selling in the short term or if so designated by management. Derivatives are also categorized as FVTPL unless
they are designated as effective hedges. Assets in this category include cash.



Financial
assets at FVTPL are initially recognized, and subsequently carried, at fair value with changes recognized in operations. Attributable
transaction costs are recognized in operations when incurred.



| | (ii) | Financial assets available for sale (“AFS”)
| | ---- | -------------------------------------------



Financial
assets available for sale are measured at fair value with unrealized gains and losses recognized in other comprehensive income
or loss (“OCI”) except for losses in value that are considered other than temporary or a significant or prolonged decline
in the fair value of that investment below its cost. Assets in this category include marketable securities.



Financial
assets AFS are initially recognized, and subsequently carried at fair value with changes recognized in OCI. Attributable acquisition
transaction costs, if any, are recognized in the initial fair value.



| | (iii) | Loans and receivables
| | ----- | ---------------------



Loans
and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
They are included in current assets, except for those with maturities greater than 12 months or those that are expected to be settled
after 12 months from the end of the reporting period, which are classified as non-current assets. Assets in this category include
amounts receivable and advances.



Loans
and receivables are initially recognized at fair value plus any directly attributable transaction costs and subsequently carried
at amortized cost using the effective interest method, except for short-term receivables when the recognition of interest would
be immaterial.



The
effective interest method is used to determine the amortized cost of loans and receivables and to allocate interest income over
the corresponding period. The effective interest rate is the rate that discounts estimated future cash receipts over the expected
life of the financial asset, or, where appropriate, a shorter period.

6





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
| | -- | ------------------------------------------



| | (iv) | Impairment of financial assets
| | ---- | ------------------------------



Financial
assets, other than those at FVTPL, are assessed for indicators of impairment at each reporting period end. Financial assets are
impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of
the financial asset, the estimated future cash flows of the investment have been impacted.



Objective
evidence of impairment could include the following:



| | · | Significant financial difficulty of the issuer
or counterparty;
| | - | ---------------------------------------------------------------

| | · | Default or delinquency in interest or principal
payments; or
| | - | ------------------------------------------------------------

| | · | It has become probable that the borrower will
enter bankruptcy or financial reorganization.
| | - | -------------------------------------------------------------------------------------------



For
financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount
and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest
rate.



The carrying amount of all financial
assets, excluding amounts receivable, is directly reduced by the impairment loss. The carrying value of amounts receivable is reduced
through the use of an allowance account. When a receivable is considered uncollectible, it is written off against the allowance
account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying
amount of the allowance account are recognized in operations.



For
financial assets measured at amortized cost, if in a subsequent period, the amount of the impairment loss decreases and the decrease
can be related objectively to an event occurring after the impairment losses were recognized, the previously recognized impairment
loss is reversed through operations to the extent that the carrying amount of the asset at the date the impairment is reversed
does not exceed what the amortized cost would have been had the impairment not been recognized.



| | (v) | De-recognition of financial assets
| | --- | ----------------------------------



Financial
assets are de-recognized when the rights to receive cash flows from the assets expire or the financial assets are transferred and
the Company has transferred substantially all of the risks and rewards of ownership of the financial assets. On de-recognition
of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and receivable
and the cumulative gain or loss that had been recognized directly in equity is recognized in operations.



Financial
liabilities and equity



Debt
and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual
arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by the group entities are recorded at the proceeds received, net of direct issue
costs.



Financial
liabilities are classified as either financial liabilities at FVTPL or other financial liabilities.



At
the end of each reporting period subsequent to initial recognition, financial liabilities at FVTPL are measured at fair value,
with changes in fair value recognized directly in operations in the period in which they arise.



Other
financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized
cost using the effective interest method, with interest expense recognized on an effective yield basis.



The
Company has classified accounts payable and accrued liabilities as other financial liabilities.



7





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
| | -- | ------------------------------------------



Financial
liabilities and equity(continued)



Share
capital



Common
shares are classified as share capital. Incremental costs directly attributable to the issue of common shares are recognized as
a deduction from equity.



Warrants



The
Company accounts for warrants issued as part of a unit offering financing using the relative fair value method. Under this method,
the value of warrants issued is measured at fair value at the issue date using the Black-Scholes valuation model and recorded as
share capital if and when the warrants are exercised.



Loss
per share



The
Company presents basic and diluted earnings (loss) per share (“EPS”) data for its common shares. Basic EPS is calculated
by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding
during the period, adjusted for own shares held. Diluted loss per share is calculated by dividing the earnings (loss) by the weighted
average number of common shares outstanding assuming that the proceeds to be received on the exercise of dilutive share options
and warrants are used to repurchase common shares at the average market price during the period.



In
the Company’s case, diluted loss per share is the same as basic loss per share, as the effect of outstanding share options
and warrants on loss per share would be anti-dilutive.



Share-based
compensation



The
stock option plan allows Company directors, employees, and consultants to acquire shares of the Company. The fair value of options
granted is recognized as a share-based compensation expense with a corresponding increase in equity. An individual is classified
as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those
performed by a direct employee. Consideration paid on the exercise of stock options is credited to share capital and the fair value
of the options is reclassified from share-based reserve to share capital.



The
fair value is measured at grant date and each tranche is recognized over the period during which the options vest. The fair value
of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon
which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect
the number of stock options that are expected to vest.



Share-based
payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted
for as equity-settled share-based payment transactions.



Accumulated
other comprehensive income



Accumulated
other comprehensive income consists of the net income and other comprehensive income (“OCI”). The Company’s financial
statements include a Statement of Loss and Comprehensive Loss, which includes the components of comprehensive income.



For
the Company, OCI is comprised of unrealized gains or losses on available for sale financial assets, and foreign currency translation
differences for foreign operations, both of which are presented within the shareholders’ equity section of the statement
of financial position.

8





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
| | -- | ------------------------------------------



Income
taxes



Current
tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantially
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.



Deferred
tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purpose. Deferred tax is not recognized for the following temporary differences: the
initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting
nor taxable operations, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that
it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary
differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied
to temporary differences when they reverse, based on the laws that have been enacted or substantially enacted by the reporting
date.



Deferred
tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and
they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they
intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.



A
deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it
is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed
at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.



Related
party transactions



Parties are considered to be related
if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other
party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered
to be a related party transaction when there is a transfer of resources or obligations between related parties.



New standards, interpretations and
amendments not yet effective



A number of new standards, amendments
to standards and interpretations are not yet effective as of August 31, 2014, and have not been applied in preparing these consolidated
financial statements. None of these are expected to have a material effect on the financial statements of the Company.





i.Effective
for annual periods beginning on or after January 1, 2014



Amendments to IAS 32 Financial
Instruments: Presentation

The amendments to the disclosure requirements
in IFRS 7 Financial Instruments: Disclosure require information about all recognised financial instruments that are set
off in accordance with paragraph 42 of IAS 32. The amendments also require disclosure of information about recognised financial
instruments subject to enforceable master netting arrangements and similar agreements even if they are not set off under IAS 32.



The amendments to IAS 32 are not effective
until annual periods beginning on or after 1 January 2014. However, the new offsetting disclosure requirements are effective sooner
- for annual periods beginning on or after 1 January 2013, and interim periods within those annual periods. The amendments need
to be provided retrospectively to all comparative periods.



9





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
| | -- | ------------------------------------------



ii.Tentatively
effective for annual periods beginning on or after January 1, 2018



New standard IFRS 9 Financial
Instruments

Partial replacement of IAS 39 Financial
Instruments: Recognition and Measurement. This standard simplifies the current measurement model for financial instruments under
IFRS and establishes two measurement categories for financial assets: amortized cost, and fair value. The existing IAS 39 categories
of loans and receivables, held to maturity investments, and available for sale financial assets will be eliminated.



| | 4. | FINANCIAL INSTRUMENTS AND Risk MANAGEMENT
| | -- | -----------------------------------------



Categories
of Financial Assets and Financial Liabilities



Financial instruments are classified
into one of the following categories: FVTPL; held-to-maturity investments; loans and receivables; available-for-sale; or other
liabilities. The carrying values of the Company’s financial instruments are classified into the following categories:



|Financial Instrument                             | Category              | August 31,
        2014 | August 31,
        2013
|------------------------------------------------ | --------------------- | ----------------------- | -----------------------
|Cash                                             | FVTPL                 | $        4,181,474      | $        7,116,543     
|Amounts receivable                               | Loans and receivables | 343,205                 | 201,505                
|Marketable securities                            | Available-for-sale    | 160,400                 | 98,850                 
|Advances                                         | Loans and receivables | 22,949                  | 36,463                 
|Accounts payable and
        accrued liabilities | Other liabilities     | (208,012)               | (295,788)              



The Company’s financial instruments
recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described
in the following hierarchy:



Level 1 - 	Quoted
prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in
which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.



Level 2 - 	Pricing
inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly
observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time
value and volatility factors, which can be substantially observed or corroborated in the market place.



Level 3 - 	Valuations
in this level are those with inputs for the asset or liability that are not based on observable market data.



The recorded amounts for amounts
receivable, advances, and accounts payable and accrued liabilities approximate their fair value due to their short-term nature.
Cash and marketable securities are recorded at fair value and is calculated under the fair value hierarchy and measured using Level
1, Level 2, or Level 3 inputs, as appropriate.



10





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 4. | FINANCIAL INSTRUMENTS AND Risk MANAGEMENT(continued)
| | -- | ----------------------------------------------------



Fair value of
cash and marketable securities



|Financial Instrument                  | Quoted prices in active markets for identical assets | Significant other observable inputs | Significant unobservable inputs | Total as at
        August 31,
        2014
|------------------------------------- | ---------------------------------------------------- | ----------------------------------- | ------------------------------- | -------------------------------------------
|                                      | Level 1                                              | Level 2                             | Level 3                         |                                            
|Cash                                  | $              4,181,474                             | $                             -     | $                        -      | $      4,181,474                           
|Available-for-sale
        securities | 120,000                                              | 40,400                              | -                               | 160,400                                    
|                                      | $              4,301,474                             | $                   40,400          | $                        -      | $      4,341,874                           



During the year ended August 31,
2014:



| | a) | 100,000 of the common shares of Red Eagle Mining Corporation (“Red
Eagle”) were re-classified from Level 2 to Level 1 as the “hold period” had lapsed; and 100,000 common shares
of Red Eagle were received and were recorded as Level 2, with an initial value of $22,000; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | The Company received 200,000 common shares of Prism Resources Inc.
(“Prism”) and they were recorded as Level 2, with an initial value of $18,400.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------



|Financial Instrument                  | Quoted prices in active markets for identical assets | Significant other observable inputs | Significant unobservable inputs | Total as at
        August 31,
        2013
|------------------------------------- | ---------------------------------------------------- | ----------------------------------- | ------------------------------- | -------------------------------------------
|                                      | Level 1                                              | Level 2                             | Level 3                         |                                            
|Cash                                  | $              7,116,543                             | $                             -     | $                        -      | $      7,116,543                           
|Available-for-sale
        securities | 77,250                                               | 21,600                              | -                               | 98,850                                     
|                                      | $              7,193,793                             | $                   21,600          | $                        -      | $      7,215,393                           



During the year ended August 31,
2013:



| | c) | The Company sold 300,000 shares of Red Eagle for net proceeds of
$54,111; and sold 125,000 shares of Enertopia Corp. (“Enertopia”) for net proceeds of $2,576; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | 120,000 of the common shares of Red Eagle were re-classified from
Level 2 to Level 1 as the “hold period” had lapsed; and 130,000 common shares of Red Eagle were received and 100,000
of these were recorded as Level 2, while 30,000 were initially recorded as Level 2, but re-classified as Level 1 as the “hold
period” had lapsed.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 4. | FINANCIAL INSTRUMENTS AND Risk MANAGEMENT(continued)
| | -- | ----------------------------------------------------



Risk management



The Company’s risk exposures
and the impact on the Company’s financial instruments are summarized as follows:



Credit Risk



Credit risk is the risk of potential
loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s
credit risk is primarily attributable to its liquid financial assets, including cash, receivables, and balances receivable from
the government. The Company limits the exposure to credit risk in its cash by only investing its cash with high-credit quality
financial institutions in business and savings accounts, guaranteed investment certificates and in government treasury bills which
are available on demand by the Company for its programs.



Liquidity Risk



Liquidity risk is the risk that the
Company will not have the resources to meet its obligations as they fall due. The Company manages this risk by closely monitoring
cash forecasts and managing resources to ensure that it will have sufficient liquidity to meet its obligations. All of the Company’s
financial liabilities are classified as current and are anticipated to mature within the next sixty days.



Market Risk



Market risk is the risk of loss that
may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These
fluctuations may be significant.



| | (a) | Interest Rate Risk: The Company is exposed to interest rate risk to the extent that its
cash balances bear variable rates of interest. The interest rate risks on cash and on the Company’s obligations are not considered
significant.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Foreign Currency Risk: The Company has identified its functional currencies as the Canadian
dollar and the US dollar. Transactions are transacted in Canadian dollars, US dollars, and Colombian Pesos (“COP”).
The Company maintains US dollar bank accounts in the United States and maintains COP bank accounts in Colombia to support the cash
needs of its foreign operations. Management believes the foreign exchange risk related to currency conversions are minimal and
therefore, does not hedge its foreign exchange risk. At August 31, 2014, one Canadian dollar was equal to 0.9197 US dollars and
1,764 Colombian Pesos.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Balances are as follows:









|                                         | US dollars | Colombian Pesos | Canadian dollar equivalent
|---------------------------------------- | ---------- | --------------- | --------------------------
|Cash                                     | 56,931     | 180,683,642     | 164,349                   
|Amounts receivable                       | 305,674    | -               | 332,359                   
|Advances and prepaid expenses            | 4,000      | 32,804,812      | 22,949                    
|                                         | 366,605    | 213,488,454     | 519,657                   
|Accounts payable and accrued liabilities | (108,680)  | (51,883,638)    | (147,585)                 
|Net monetary assets                      | 257,925    | 161,604,816     | 372,072                   









Based upon the above net exposures
and assuming that all other variables remain constant, a 10% increase or decrease in the Canadian dollar against the US dollar
and the Colombian Peso would result in a decrease or increase in the reported loss of approximately $37,200 in the year.





12







Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 4. | FINANCIAL INSTRUMENTS AND Risk MANAGEMENT(continued)
| | -- | ----------------------------------------------------



Risk management(continued)



| | (c) | Commodity Price Risk: While the value of the Company’s exploration and evaluation
assets is related to the price of gold and the outlook for this mineral, the Company currently does not have any operating mines
and hence does not have any hedging or other commodity based risks in respect to its operational activities.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Historically, the price of gold has
fluctuated significantly and is affected by numerous factors outside of the Company’s control, including but not limited
to industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production,
short-term changes in supply and demand because of speculative hedging activities, and certain other factors related specifically
to gold.



| | 5. | CASH
| | -- | ----



|                                                     | As at August 31, 2014 | As at August 31, 2013
|---------------------------------------------------- | --------------------- | ---------------------
|Canadian dollar denominated deposits                 | $          4,017,125  | $          6,593,163 
|US dollar denominated deposits                       | 61,901                | 401,115              
|Colombian Peso denominated deposits held in Colombia | 102,448               | 122,265              
|                                                     |                       |                      
|Total                                                | $          4,181,474  | $          7,116,543 



| | 6. | AMOUNTS RECEIVABLE
| | -- | ------------------



|                                                                                            | As at August 31, 2014   | As at August 31, 2013  
|------------------------------------------------------------------------------------------- | ----------------------- | -----------------------
|Amounts due from the Government of Canada
        pursuant to GST input tax
        credits | $                 2,075 | $                 2,806
|Amounts due from funding partners                                                           | 332,359                 | 145,559                
|Amounts due from Canadian financial institutions
        for
        accrued interest       | -                       | 53,140                 
|Other amounts receivable                                                                    | 8,771                   | -                      
|                                                                                            |                         |                        
|Total                                                                                       | $             343,205   | $             201,505  



13





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 7. | MARKETABLE SECURITIES
| | -- | ---------------------



At August 31, 2014, the Company had
the following marketable securities recognized at fair value:



|Available-for-sale Securities                      |                          |               | August 31, 2013                               | August 31, 2014                              | August 31,
        2014
        
        
        
        Fair Value
|-------------------------------------------------- | ------------------------ | ------------- | --------------------------------------------- | -------------------------------------------- | ---------------------------------------------------------------------
|                                                   | Number of
        Shares | Cost          | Accumulated unrealized holding gains (losses) | Unrealized gains (losses) for the year ended | Accumulated unrealized holding gains (losses)                        
|Publicly traded companies:                         |                          |               |                                               |                                              |                                                                      
|NuLegacy Gold Corporation
        (“NuLegacy”)     | 250,000                  | $      50,313 | $        ( 29,063)                            | $           16,250                           | $        ( 12,813)                                                   
|Red Eagle Mining Corporation
        (“Red Eagle”) | 400,000                  | 147,792       | ( 50,192)                                     | 6,900                                        | ( 43,292)                                                            
|Prism Resources Inc (“Prism”)                      | 200,000                  | 18,400        | -                                             | -                                            | -                                                                    
|White Bear Resources Inc.
        (“White Bear”)   | -                        | -             | ( 38,000)                                     | 38,000                                       | -                                                                    
|                                                   |                          | $    216,505  | $      ( 117,255)                             | $           61,150                           | $        ( 56,105)                                                   



During the year ended August 31,
2014, the Company sold 200,000 shares of White Bear for net proceeds of $2,000, realizing a loss of $38,000. The Company received
100,000 shares of Red Eagle and recorded them at Level 2 for $22,000; the Company received 200,000 shares of Prism and recorded
them at Level 2 for $18,400.



At August 31, 2013, the Company had
the following marketable securities recognized at fair value:



|Available-for-sale Securities                   |                          |                 | August 31, 2012                               | August 31, 2013                              | August 31,
        2013
        
        
        
        Fair Value
|----------------------------------------------- | ------------------------ | --------------- | --------------------------------------------- | -------------------------------------------- | ---------------------------------------------------------------------
|                                                | Number of
        Shares | Cost            | Accumulated unrealized holding gains (losses) | Unrealized gains (losses) for the year ended | Accumulated unrealized holding gains (losses)                        
|Publicly traded companies:                      |                          |                 |                                               |                                              |                                                                      
|Enertopia Corp
        (“Enertopia”)            | -                        | $             - | $             7,500                           | $          ( 7,500)                          | $                      -                                             
|NuLegacy                                        | 250,000                  | 50,313          | ( 15,313)                                     | ( 13,750)                                    | ( 29,063)                                                            
|Red Eagle                                       | 300,000                  | 125,792         | ( 38,320)                                     | ( 11,872)                                    | ( 50,192)                                                            
|Teslin River Resources Corp.
        (“Teslin”) | -                        | -               | 6,000                                         | ( 6,000)                                     | -                                                                    
|White Bear                                      | 200,000                  | 40,000          | ( 25,000)                                     | ( 13,000)                                    | ( 38,000)                                                            
|                                                |                          | $    216,105    | $        ( 65,133)                            | $        ( 52,122)                           | $      ( 117,255)                                                    



During the year ended August 31,
2013, the Company transferred 300,000 shares of Teslin back to Teslin at a fair value of $6,000 as partial payment for the Mustang
property acquisition (Note 10), and recorded a realized gain of $6,000. The Company sold 300,000 shares of Red Eagle for net proceeds
of $54,111, realizing a loss of $109,377 and sold 125,000 shares of Enertopia for net proceeds of $2,576, realizing a gain of $2,576,
for a total loss on sale of marketable securities of $100,801, in the year then ended.



14





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 8. | ADVANCES AND PREPAID EXPENSES
| | -- | -----------------------------



|                                                             | As at August 31, 2014     | As at August 31, 2013 
|------------------------------------------------------------ | ------------------------- | ----------------------
|Advances held by employees in the USA                        | $                   4,349 | $               16,680
|Advances held by employees and suppliers in
        Colombia | 18,600                    | 19,783                
|                                                             | 22,949                    | 36,463                
|Prepaid expenses in Canada                                   | 34,173                    | 41,714                
|Prepaid expenses in the USA                                  | 26,291                    | -                     
|Prepaid expenses in Colombia                                 | 763                       | 2,450                 
|Total                                                        | $                 84,176  | $               80,627



| | 9. | EQUIPMENT
| | -- | ---------





|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |               
|------------------------ | --------------------------- |  | ------------------ |  | ------------------ | ---------------------- | --------------- |  | ------------------ | --------------- |  | --------------
|                         |                             |  | Canada             |  | United States      |                        | Colombia        |  | TOTAL             
|                         |                             |  | Computer Equipment |  | Computer Equipment | Furniture and fixtures | Field equipment |  | Computer Equipment | Field equipment |  |               
|                         |                             |  |                    |  |                    |                       
|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |               
|Cost                     |                             |  |                    |  |                    |                        |                 |  |                    |                 | 
|                         | At August 31, 2012          |  | $      23,146      |  | $    191,853       | $      15,597          | $    225,092    |  | $      62,732      | $      80,641   |  | $      599,061
|                         | Assets acquired             |  | 1,178              |  | 4,041              | 1,364                  | -               |  | 20,959             | 39,415          |  | 66,957        
|                         | Assets disposed of          |  | -                  |  | -                  | -                      | -               |  | -                  | -               |  | -             
|                         | Foreign exchange adjustment |  | -                  |  | 13,367             | 1,155                  | 15,369          |  | -                  | -               |  | 29,891        
|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |               
|                         | At August 31, 2013          |  | 24,324             |  | 209,261            | 18,116                 | 240,461         |  | 83,691             | 120,056         |  | 695,909       
|                         | Assets acquired             |  | -                  |  | 3,498              | -                      | -               |  | 89                 | -               |  | 3,587         
|                         | Foreign exchange adjustment |  | -                  |  | 6,810              | 590                    | 7,832           |  | -                  | -               |  | 15,232        
|                         | At August 31, 2014          |  | $      24,324      |  | $    219,569       | $      18,706          | $    248,293    |  | $      83,780      | $    120,056    |  | $      714,728
|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |               
|Accumulated depreciation |                             |  |                    |  |                    |                        |                 |  |                    |                 | 
|                         | At August 31, 2012          |  | $      20,635      |  | $    148,417       | $      11,346          | $    117,794    |  | $      22,211      | $      19,483   |  | $      339,885
|                         | Depreciation for the year   |  | 870                |  | 14,726             | 1,011                  | 27,508          |  | 20,219             | 17,080          |  | 81,414        
|                         | Assets disposed of          |  | -                  |  | -                  | -                      | -               |  | -                  | -               |  | -             
|                         | Foreign exchange adjustment |  | -                  |  | 10,748             | 818                    | 9,192           |  | -                  | -               |  | 20,758        
|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |               
|                         | At August 31, 2013          |  | 21,505             |  | 173,891            | 13,175                 | 154,494         |  | 42,430             | 36,563          |  | 442,058       
|                         | Depreciation for the year   |  | 794                |  | 11,379             | 1,011                  | 21,996          |  | 12,902             | 24,248          |  | 72,330        
|                         | Foreign exchange adjustment |  | -                  |  | 5,765              | 438                    | 5,228           |  | -                  | -               |  | 11,431        
|                         | At August 31, 2014          |  | $      22,299      |  | $    191,035       | $      14,624          | $    181,718    |  | $      55,332      | $      60,811   |  | $      525,819
|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |               
|Carrying amounts         |                             |  |                    |  |                    |                        |                 |  |                    |                 | 
|                         | At August 31, 2013          |  | $        2,819     |  | $      35,370      | $        4,941         | $      85,967   |  | $      41,261      | $      83,493   |  | $      253,851
|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |               
|                         | At August 31, 2014          |  | $        2,025     |  | $      28,534      | $        4,082         | $      66,575   |  | $      28,448      | $      59,245   |  | $      188,909
|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |               









15





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 10. | EXPLORATION and EVALUATION ASSETS
| | --- | ---------------------------------



Miranda acquires mineral properties
through staking and from third party vendors, some of which are subject to a net smelter return (“NSR”) royalty. Subsequently,
the Company may enter into agreements to sell a portion of its interest in its mineral properties to third parties in exchange
for exploration expenditures, royalty interests, cash, and/or share based payments.



Miranda cannot guarantee title to
all of its exploration and evaluation assets, as the properties may be subject to prior mineral rights applications with priority,
prior unregistered agreements or transfers and title may be affected by undetected defects. Certain of the mineral rights held
by Miranda are held under applications for mineral rights, and until final approval of such applications is received, Miranda’s
rights to such mineral rights may not materialize, and the exact boundaries of Miranda’s properties may be subject to adjustment.



Exploration and evaluation assets
deferred to the statements of financial position at August 31, 2014 and 2013 are as follows:







|          |              |                  |                |                |                     |                                      |                    |                |                |                     |                                      |                   
|--------- | ------------ | ---------------- | -------------- | -------------- | ------------------- | ------------------------------------ | ------------------ | -------------- | -------------- | ------------------- | ------------------------------------ | ------------------
|          |              | August 31, 2012  | Additions      | Recoveries     | Write-off of assets | Effect of movement in exchange rates | August 31, 2013    | Additions      | Recoveries     | Write-off of assets | Effect of movement in exchange rates | August 31,2014    
|Nevada:   |              |                  |                |                |                     |                                      |                    |                |                |                     |                                     
|          | Angel Wing   | $         32,590 | $            - | $            - | $     (34,815)      | $       2,225                        | $                - | $            - | $            - | $            -      | $            -                       | $                -
|          | Big Blue     | -                | -              | -              | -                   | -                                    | -                  | -              | -              | -                   | -                                    | -                 
|          | Coal Canyon  | -                | -              | -              | -                   | -                                    | -                  | -              | -              | -                   | -                                    | -                 
|          | East Spruce  | 4,866            | -              | -              | -                   | 333                                  | 5,199              | -              | -              | (5,307)             | 108                                  | -                 
|          | Fuse         | 5,995            | -              | -              | (6,404)             | 409                                  | -                  | -              | -              | -                   | -                                    | -                 
|          | HOG          | 1,554            | -              | -              | (1,661)             | 107                                  | -                  | -              | -              | -                   | -                                    | -                 
|          | Iron Point   | 48,028           | -              | -              | -                   | 3,279                                | 51,307             | -              | -              | -                   | 1,672                                | 52,979            
|          | Kibby Flat   | -                | 9,254          | -              | -                   | 614                                  | 9,868              | -              | -              | -                   | 321                                  | 10,189            
|          | Mustang      | -                | 51,028         | -              | -                   | 3,384                                | 54,412             | -              | -              | -                   | 1,772                                | 56,184            
|          | Red Canyon   | -                | -              | -              | -                   | -                                    | -                  | -              | -              | -                   | -                                    | -                 
|          | Red Hill     | -                | -              | -              | -                   | -                                    | -                  | -              | -              | -                   | -                                    | -                 
|          | Redlich      | 15,206           | -              | -              | -                   | 1,039                                | 16,245             | -              | -              | (16,584)            | 339                                  | -                 
|          | Rook         | 6,563            | -              | -              | (7,011)             | 448                                  | -                  | -              | -              | -                   | -                                    | -                 
|          | TAZ          | -                | -              | -              | -                   | -                                    | -                  | -              | -              | -                   | -                                    | -                 
|          |              | 114,802          | 60,282         | -              | (49,891)            | 11,838                               | 137,031            | -              | -              | (21,891)            | 4,212                                | 119,352           
|Alaska:   |              |                  |                |                |                     |                                      |                    |                |                |                     |                                     
|          | Willow Creek | -                | -              | -              | -                   | -                                    | -                  | 163,840        | -              | -                   | (745)                                | 163,095           
|          |              |                  |                |                |                     |                                      |                    |                |                |                     |                                      |                   
|Colombia: |              |                  |                |                |                     |                                      |                    |                |                |                     |                                     
|          | Cajamarca    | 33,600           | 7,200          | (7,200)        | -                   | -                                    | 33,600             | -              | -              | (33,600)            | -                                    | -                 
|          | Cerro Oro    | -                | -              | -              | -                   | -                                    | -                  | 105,002        | (105,002)      | -                   | -                                    | -                 
|          | Minagrande   | -                | 51,849         | (36,294)       | -                   | -                                    | 15,555             | -              | -              | -                   | -                                    | 15,555            
|          | Oribella     | -                | -              | -              | -                   | -                                    | -                  | 62,715         | (43,901)       | -                   | -                                    | 18,814            
|          | Pavo Real    | -                | 19,000         | (16,800)       | -                   | -                                    | 2,200              | 15,000         | (17,200)       | -                   | -                                    | -                 
|          |              | 33,600           | 78,049         | (60,294)       | -                   | -                                    | 51,355             | 182,717        | (166,103)      | (33,600)            | -                                    | 34,369            
|          |              | $       148,402  | $    138,331   | $     (60,294) | $     (49,891)      | $      11,838                        | $       188,386    | $    346,557   | $   (166,103)  | $     (55,491)      | $       3,467                        | $       316,816   
|          |              |                  |                |                |                     |                                      |                    |                |                |                     |                                      |                   





16





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



Exploration and evaluation expenditures
recorded in the consolidated statements of loss and comprehensive loss for the years ended August 31, 2014, 2013, and 2012 are
as follows:





|          |                       |                             |                                  |                              |                  |                            |                                  |                              |                  |                          |                                  |                             
|--------- | --------------------- | --------------------------- | -------------------------------- | ---------------------------- | ---------------- | -------------------------- | -------------------------------- | ---------------------------- | ---------------- | ------------------------ | -------------------------------- | ----------------------------
|          |                       | Year ended August 31, 2014  |                                  | Year ended August 31, 2013   |                  | Year ended August 31, 2012
|          |                       | Exploration Expenditures    | Recoveries from funding partners | Net Exploration Expenditures |                  | Exploration Expenditures   | Recoveries from funding partners | Net Exploration Expenditures |                  | Exploration Expenditures | Recoveries from funding partners | Net Exploration Expenditures
|Nevada:   |                       |                             |                                  |                              |                  |                            |                                  |                              |                  |                          |                                 
|          | Angel Wing            | $                         - | $                      -         | $                 -          |                  | $         221,301          | $      (219,665)                 | $            1,636           |                  | $         233,894        | $      (233,440)                 | $               454         
|          | Big Blue              | 58,588                      | -                                | 58,588                       |                  | 60,738                     | -                                | 60,738                       |                  | 84,797                   | (69,143)                         | 15,654                      
|          | Coal Canyon           | -                           | -                                | -                            |                  | 797                        | (683)                            | 114                          |                  | 51,312                   | (49,051)                         | 2,261                       
|          | East Spruce           | 11,853                      | -                                | 11,853                       |                  | 2,101                      | -                                | 2,101                        |                  | 22,182                   | -                                | 22,182                      
|          | Fuse                  | -                           | -                                | -                            |                  | 1,013                      | -                                | 1,013                        |                  | 30,193                   | -                                | 30,193                      
|          | General exploration   | 117,898                     | -                                | 117,898                      |                  | 274,869                    | -                                | 274,869                      |                  | 380,129                  | -                                | 380,129                     
|          | HOG                   | -                           | -                                | -                            |                  | 238                        | -                                | 238                          |                  | 26,442                   | -                                | 26,442                      
|          | Iron Point            | 52,824                      | -                                | 52,824                       |                  | 68,872                     | -                                | 68,872                       |                  | 109,245                  | -                                | 109,245                     
|          | Kibby Flat            | 35,558                      | -                                | 35,558                       |                  | 57,085                     | -                                | 57,085                       |                  | -                        | -                                | -                           
|          | Mustang               | 31,866                      | -                                | 31,866                       |                  | 25,430                     | -                                | 25,430                       |                  | -                        | -                                | -                           
|          | PPM / Poverty Peak    | -                           | -                                | -                            |                  | -                          | -                                | -                            |                  | 7,295                    | -                                | 7,295                       
|          | Red Canyon            | 110,389                     | (111,844)                        | (1,455)                      |                  | -                          | -                                | -                            |                  | 2,504                    | (2,504)                          | -                           
|          | Red Hill              | 76,337                      | -                                | 76,337                       |                  | 59,773                     | (1,003)                          | 58,770                       |                  | 68,287                   | (68,287)                         | -                           
|          | Redlich               | 14,937                      | -                                | 14,937                       |                  | 4,509                      | -                                | 4,509                        |                  | 36,694                   | -                                | 36,694                      
|          | Rook                  | -                           | -                                | -                            |                  | 928                        | -                                | 928                          |                  | 25,954                   | -                                | 25,954                      
|          | TAZ                   | -                           | -                                | -                            |                  | -                          | -                                | -                            |                  | 608                      | (154)                            | 454                         
|          |                       | 510,250                     | (111,844)                        | 398,406                      |                  | 777,654                    | (221,351)                        | 556,303                      |                  | 1,079,536                | (422,579)                        | 656,957                     
|          |                       |                             |                                  |                              |                  |                            |                                  |                              |                  |                          |                                  |                             
|Alaska:   |                       |                             |                                  |                              |                  |                            |                                  |                              |                  |                          |                                 
|          | Ester Dome            | -                           | -                                | -                            |                  | 41,371                     | -                                | 41,371                       |                  | 63,272                   | (61,347)                         | 1,925                       
|          | Willow Creek          | 279,485                     | -                                | 279,485                      |                  | 2,012                      | -                                | 2,012                        |                  | -                        | -                                | -                           
|          |                       | 279,485                     | -                                | 279,485                      |                  | 43,383                     | -                                | 43,383                       |                  | 63,272                   | (61,347)                         | 1,925                       
|          |                       |                             |                                  |                              |                  |                            |                                  |                              |                  |                          |                                  |                             
|Colombia: |                       |                             |                                  |                              |                  |                            |                                  |                              |                  |                          |                                 
|          | Alliance expenditures | 748,147                     | (523,703)                        | 224,444                      |                  | 665,090                    | (465,563)                        | 199,527                      |                  | -                        | -                                | -                           
|          | Pavo Real             | -                           | -                                | -                            |                  | 392                        | (392)                            | -                            |                  | -                        | -                                | -                           
|          | General exploration   | 448,189                     | (12,189)                         | 436,000                      |                  | 417,620                    | -                                | 417,620                      |                  | 790,975                  | -                                | 790,975                     
|          |                       | 1,196,336                   | (535,892)                        | 660,444                      |                  | 1,083,102                  | (465,955)                        | 617,147                      |                  | 790,975                  | -                                | 790,975                     
|          |                       |                             |                                  |                              |                  |                            |                                  |                              |                  |                          |                                  |                             
|Total     | $      1,986,071      | $      (647,736)            | $      1,338,335                 |                              | $      1,904,139 | $      (687,306)           | $      1,216,833                 |                              | $      1,933,783 | $      (483,926)         | $      1,449,857                
|          |                       |                             |                                  |                              |                  |                            |                                  |                              |                  |                          |                                  |                             









17





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | a) | Angel Wing Property, Elko County, Nevada
| | -- | ----------------------------------------



The Angel Wing project was the subject
of an exploration and option to enter into a joint venture agreement with Ramelius Resources Ltd. (“Ramelius”) from
September 17, 2010, until it was terminated on October 5, 2013. The Company contemporaneously terminated the underlying lease with
Greg and Heidi Kuzma.



| | b) | Big Blue (Oxen), Lander County, Nevada
| | -- | --------------------------------------



The Company holds claims comprising
the Big Blue property, Lander County, Nevada. The Big Blue project was the subject of an exploration and option to enter into a
joint venture agreement with Ramelius from May 6, 2010, until it was terminated on July 29, 2012. Certain of the Big Blue claims
were the subject of an underlying lease with D. Jennings which was terminated on July 30, 2014; however, the Company did subsequently
make the required Federal and State claim maintenance payments on the 76 claims that were the subject of the underlying lease on
September 1, 2014.



| | c) | Coal Canyon Properties, Eureka County, Nevada
| | -- | ---------------------------------------------



The Coal Canyon project was the subject
of an exploration and option to enter into a joint venture agreement with NuLegacy from December 20, 2010, until it was terminated
on January 25, 2013. Miranda, in turn, terminated the underlying mining lease with Nevada North Resources (USA) Inc.



| | d) | East Spruce Property, Elko County, Nevada
| | -- | -----------------------------------------



The
Company held claims comprising the East Spruce property, Elko County, Nevada, but allowed
them to lapse in September 2014, and wrote off the balance of $5,307 at August 31, 2014.



| | e) | Fuse Property, Eureka County, Nevada
| | -- | ------------------------------------



The Company held claims comprising
the Fuse property, Eureka County, Nevada, but allowed them to lapse in September 2013.



| | f) | HOG Property, Eureka County, Nevada
| | -- | -----------------------------------



The Company held claims comprising
the HOG property, Eureka County, Nevada, but allowed them to lapse in September 2013.



| | g) | Iron Point Property, Humboldt County, Nevada
| | -- | --------------------------------------------



The Company holds claims comprising
the Iron Point property, Humboldt County, Nevada.



| | h) | Kibby Flat, Esmeralda County, Nevada
| | -- | ------------------------------------



During the year ended August
31, 2013, the Company staked claims comprising the Kibby Flat property at a cost of $9,254.



18





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | i) | Mustang, Nye County, Nevada
| | -- | ---------------------------



During the year ended August 31, 2013,
the Company staked claims comprising the Mustang property at a cost of $5,028. The Company also acquired a 100% interest in Teslin’s
Mustang project. The Company paid Teslin $40,000; delivered to Teslin 300,000 shares of Teslin owned by Miranda valued at $6,000,
for a cumulative cost of $51,028. In addition, Miranda granted Teslin a 1% NSR royalty on the claims acquired from
Teslin.



| | j) | Red Canyon Property, Eureka County, Nevada
| | -- | ------------------------------------------



On November 18, 2003, the Company
entered into a 20-year mining lease (the “Lease”) for the Red Canyon property with a $1,000 purchase option (the “Option”)
on issue of 75,000 share purchase warrants and with minimum advance royalty payments to be completed on the following schedule.
The owner, Red Canyon Corporation (“RCC”), retains a sliding scale NSR royalty between 3% and 5% depending on the price
of gold. Upon completion of a bankable feasibility study the Company has the option to buy two percentage points of the NSR for
US$1,000,000 per percentage point.



|Mining Lease Due Dates                                                                                                     | Minimum advance royalty payments to Lessor
        US$ | Two year share purchase warrants to be issued to Lessor
|-------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------ | -------------------------------------------------------
|Previously paid and issued                                                                                                 | 350,000                                                | 75,000 @ Cdn$0.37                                      
|November 18, 2011 (paid)                                                                                                   | 75,000                                                 | -                                                      
|November 18, 2012 (paid)                                                                                                   | 75,000                                                 | -                                                      
|November 18, 2013 (paid)                                                                                                   | 100,000                                                | -                                                      
|November 18, 2014 (paid subsequently)                                                                                      | 100,000                                                | -                                                      
|November 18, 2015 to 2023 at $100,000
        per year
        (subject to inflation
        adjustment beginning in 2019) | 100,000                                                | -                                                      



On August 1, 2008, the Company signed
an exploration and option to enter into a joint venture agreement (the “Agreement”) with Montezuma Mines Inc. (“Montezuma”).
Montezuma has completed the US$4,000,000 in qualifying exploration expenditures. Upon spending the US$4,000,000, Montezuma had
the option to either enter into a joint venture with Miranda or continue spending and produce a Feasibility Study.





|Due Dates               | Exploration Expenditures
        US$
|----------------------- | ------------------------------------
|August 1, 2009 (met)    | 500,000                             
|August 1, 2010 (met)    | 500,000                             
|August 1, 2011 (met)    | 750,000                             
|August 1, 2012 (met)    | 1,000,000                           
|August 1, 2013 (met)    | 1,250,000                           
|Total expenditure (met) | 4,000,000                           



19







Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | j) | Red Canyon Property, Eureka County, Nevada(continued)
| | -- | -----------------------------------------------------



On December 13, 2013, the Company
sent a “notice of default” to Montezuma advising of their failure to make the underlying lease payment to
RCC, and
on December 27, 2013, sent another notice to Montezuma advising Montezuma that Miranda had paid the underlying lease payment to
RCC of US$100,000, and that RCC had levied a 10% penalty on the lease payment.



The Company is in discussions with
Montezuma to amend the Agreement.



| | k) | Red Hill Property, Eureka County, Nevada
| | -- | ----------------------------------------



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



|Mining Lease Due Dates                                                                             |  | Minimum advance royalty payments to Lessor
        US$
|-------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------
|Previously paid                                                                                    |  | 166,250                                               
|May 27, 2012 (paid)                                                                                |  | 40,000                                                
|May 27, 2013 (paid)                                                                                |  | 50,000                                                
|May 27, 2014 (paid)                                                                                |  | 50,000                                                
|May 27, 2015 and each year thereafter
        to be adjusted for
        inflation per the USA CPI |  | 60,000                                                



The Red Hill / Coal Canyon project
was the subject of an exploration and option to enter into a joint venture agreement with NuLegacy from October 1, 2009, until
it was terminated on January 25, 2013.



| | l) | Redlich Property, Esmeralda County, Nevada
| | -- | ------------------------------------------



The Company held claims comprising
the Redlich Property, Esmeralda County, Nevada, subject to a 3% NSR royalty, but allowed them to lapse in September 2014, and wrote
off the balance of $16,584 at August 31, 2014.



| | m) | Rook Property, Eureka County, Nevada
| | -- | ------------------------------------



The Company held claims comprising
the Rook property, Eureka County, Nevada, but allowed them to lapse in September 2013.



| | n) | TAZ Property, Eureka County, Nevada
| | -- | -----------------------------------



From February 11, 2011, until the
agreement was terminated on June 20, 2013, the TAZ Property was the subject of an exploration and option to enter into a joint
venture agreement with TAZ Gold LLC and Navaho Gold PTY Ltd as guarantor. The Company held claims comprising the TAZ property,
but allowed them to lapse in September 2013.





20





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | o) | Willow Creek, Willow Creek mining district, Alaska
| | -- | --------------------------------------------------



On November 15, 2013, Miranda entered
into an 80-year mining lease for the Willow Creek property with Alaska Hardrock Inc. The Willow Creek Project consists of certain
patented lode mining claims and State of Alaska lode mining claims. The terms of the lease require minimum annual lease payments
of the greater of US$150,000 or the calculated production royalty according to the agreement, to be made on each January 15. The
property is subject to various NSR’s to various holders, the amounts of which are dependent on the price of gold, however,
in aggregate would not exceed 5.8%.



|Lease Due Dates                                                                     |  | Minimum payment
        to Lessor
        US$
|----------------------------------------------------------------------------------- |  | ---------------------------------------------
|November 15, 2013 (paid)                                                            |  | 50,000                                       
|January 15, 2014 (paid)                                                             |  | 100,000                                      
|January 15, 2015                                                                    |  | 150,000                                      
|January 15, 2016 and each year thereafter
        for the term of the
        lease |  | 150,000                                      



Effective November 5, 2014, Miranda
signed an exploration and option to enter a joint venture agreement (the “Agreement”) on the Willow Creek Project with
Gold Torrent, Inc. (“Gold Torrent”). Under the terms of the Agreement:



Miranda and Gold Torrent ultimately
desire to form a limited liability joint venture on Gold Torrent’s completion of its initial work commitment obligation in
the amount of US$1,070,000 (the “Initial Earn-In Obligation”), which is a firm and unconditional obligation.



The term of the Agreement begins on
November 5, 2014, and continues to and until the first anniversary of the effective date, unless sooner accelerated, terminated
or extended as provided in the Agreement.



If Gold Torrent completes the Initial
Earn-In Obligation, Gold Torrent shall have the option to enter the joint venture in accordance with the Agreement. On Gold Torrent’s
payment and performance of the Initial Earn-In Obligation and its election to exercise the option to acquire a vested undivided
twenty percent (20%) in the Willow Creek Project, Miranda and Gold Torrent will execute and deliver to each other a definitive
mining venture agreement for the formation of the joint venture based on the Rocky Mountain Mineral Law Foundation Exploration,
Development and Mining LLC Model Form 5 Development and Mining Limited Liability Company Agreement (“Mining Venture Agreement”)
which shall incorporate the terms and conditions in the Agreement. The Mining Venture shall be an Alaska limited liability company.



|Earn-In Deadline   | Earn-In Amount | Cumulative Amount | ParticipatingInterest
|------------------ | -------------- | ----------------- | ---------------------
|November 5th, 2015 | US$ 1,070,000  | US$  1,070,000    | 20%                  
|November 5th, 2016 | US$ 2,440,000  | US$  3,510,000    | 45%                  
|November 5th, 2017 | US$ 6,490,000  | US$10,000,000     | 70%                  







21





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | o) | Willow Creek, Willow Creek mining district, Alaska(continued)
| | -- | -------------------------------------------------------------



If Gold Torrent earns an undivided
70% interest in the Joint Venture, Gold Torrent shall be entitled to recoup on an accelerated basis from the Joint Venture’s
distributable cash, Gold Torrent’s Initial Earn-In Obligation and Additional Earn-In contributions (if any) (collectively
the “Earn-In Amount”) and the amount of Gold Torrent’s actual contributions to the Joint Venture in excess of
the Earn-In Amount (the “Excess Amount”). Gold Torrent shall recoup the Earn-In Amount from 90% of the Joint Venture’s
distributable cash and the ten percent (10%) balance of the Joint Venture’s distributable cash shall be distributed to Miranda.
On Gold Torrent’s recoupment of the Earn-In Amount, Gold Torrent shall recoup the Excess Amount from eighty percent (80%)
of the Joint Venture’s distributable cash until Gold Torrent has recouped the Excess Amount in its entirety and the twenty
percent (20%) balance of the Joint Venture’s distributable cash shall be distributed to Miranda. On Gold Torrent’s
recoupment of the Earn-In Amount and the Excess Amount, the Joint Venture’s distributable cash shall be distributed 70% to
Gold Torrent and 30% to Miranda, respectively.



| | p) | Cajamarca Option, Colombia
| | -- | --------------------------



On May 7, 2014, the Company delivered
a notice of termination to ExpoGold Colombia S.A. (“ExpoGold”) on the Cajamarca property and wrote off the acquisition
cost of $33,600 in the year ended August 31, 2014.



| | q) | Cerro Oro, Colombia
| | -- | -------------------



On January 16, 2013, the Company entered
into a lease agreement on the Cerro Oro property (“Cerro Oro Option”) which required payment of US$10,000 on signing
and a payment of US$80,000 upon conversion of the application to a license. To maintain the lease, annual escalating payments that
total $625,000 over five years will be required and thereafter annual payments of US$135,000 on the following schedule. The project
is also subject to a 1.2% production royalty and a per-ounce bonus for Measured and Indicated NI 43-101 compliant Resource and
Reserves.



On April 1, 2014, an exploration contract
for the Cerro Oro project was issued by Agencia Nacional de Minera (“ANM”).



|Cerro Oro Option Due Dates                                                                                                                                      | Option payments
        US$
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------
|May 10, 2014 (paid)                                                                                                                                             | 90,000                     
|May 10, 2015                                                                                                                                                    | 75,000                     
|May 10, 2016                                                                                                                                                    | 90,000                     
|May 10, 2017                                                                                                                                                    | 105,000                    
|May 10, 2018                                                                                                                                                    | 120,000                    
|May 10, 2019                                                                                                                                                    | 235,000                    
|May 10, 2020, and on each subsequent anniversary
        until commercial production
        is reached, as
        defined in the underlying
        agreement | 135,000                    



22





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | q) | Cerro Oro, Colombia(continued)
| | -- | ------------------------------



On June 23, 2014, the Company entered
into a share purchase agreement (“SPA”) and a shareholder agreement (“SA”) with Prism Resources Inc. (“Prism”),
effectively forming a corporate option to joint venture on the Cerro Oro property. Pursuant to the SPA, Miranda assigned 70% of
the shares of MAD V to Prism. MAD V will be the corporate vehicle that will ultimately hold the Colombian corporation that holds
the Cerro Oro Option. The activities of MAD V are governed by the SA. To maintain its 70% shareholding in MAD V, effectively representing
a 70% interest in the Cerro Oro Option, Prism must make an aggregate US$4,000,000 contribution to MAD V within five years on the
following schedule. These funds will be used to fund exploration work on the Cerro Oro project.



|Due Dates                  | Exploration
        Expenditures
        US$
|-------------------------- | --------------------------------------------
|June 23, 2015 (obligation) | 200,000                                     
|June 23, 2016 (obligation) | 500,000                                     
|June 23, 2017              | 800,000                                     
|June 23, 2018              | 1,000,000                                   
|June 23, 2019              | 1,500,000                                   
|Total expenditure          | 4,000,000                                   



Upon Prism funding the first US$4
million, 51 of the 70 shares of MAD V owned by Prism shall not be subject to the forfeiture or transfer provisions of the SPA and
Prism shall then have the option and right to fund through to completion, a feasibility study, and retain without forfeiture, the
additional 19 of the 70 shares.



Prism has issued 200,000 common shares
of Prism to Miranda, and reimbursed Miranda for US$90,000 of lease fees that were paid by Miranda to the underlying leaseholder.
Subsequent to August 31, 2014, Prism also reimbursed Miranda $12,189, for certain expenditures incurred prior to the execution
of the SA.



| | r) | Minagrande, Colombia
| | -- | --------------------



On April 12, 2013, the Company paid
canon fees (government fees) to Ingeominas in Colombia of $51,849 for acquisition of the Minagrande property.



Strategic Alliance:
Pursuant to the January 23, 2013, strategic alliance agreement, as amended, (“Amended Alliance Agreement”) between
the Company and Agnico Eagle Mines Limited (“Agnico”) for precious metal exploration in Colombia, the Company and Agnico
will share funding 30:70, respectively, in generative exploration expenditures with Miranda as operator. The October 25, 2013 amendment
reduced the three year exploration budget from US$3.3 million down to US$2.025 million; and in consideration for this reduction,
the area of interest in Colombia was reduced. The alliance is for a period of three years (calendar 2013 to 2015) and is renewable
thereafter by mutual consent. The exploration program budget was $925,000 in the first year, and will be no less than US$550,000
per year in the second and third years.



23





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | r) | Minagrande, Colombia(continued)
| | -- | -------------------------------



Initially, properties will be acquired
by Miranda and alliance funding will be used to advance the projects through exploration. Once a property meets certain criteria,
it will be presented to Agnico who can elect to treat the property as a Designated Property. Once selected, a Designated Property
will be subject to a stand-alone earn-in agreement whereby Agnico can earn up to a 70% interest in the Designated Property by sole
funding a series of exploration expenditures and feasibility study. Projects that do not meet the criteria as Designated Properties
will remain in the Company’s control. Miranda can then choose to advance those projects at its own expense, seek another
company to partner with, or drop the property.



Miranda has recovered 70% of the Minagrande
acquisition costs from Agnico pursuant to the 30:70 funding terms of the Amended Alliance Agreement.



| | s) | Oribella, Colombia
| | -- | ------------------



On May 13, 2014, the Company acquired
the Oribella project, in the Antioquia Department of Colombia. This new project was acquired through a purchase agreement with
Antioquia Gold Inc. (“Antioquia Gold”). The Oribella project comprises one exploration license and one application.



Oribella is subject to a 0.5% royalty
to Antioquia Gold that can be purchased for US$1,500,000 and a 2% royalty to Soratama Gold (a wholly owned subsidiary of Barrick
Gold Corporation). Miranda acquired the property, subject to the royalties, by making the license canon payment on May 14,
2014, of $62,715, and will also reimburse Antioquia Gold for the application payment of COP101,136,976 (approximately US$53,000)
when the property is registered with the ANM as a contract. If the application is converted to a license on or before the anniversary
of the agreement, Miranda will pay Antioquia Gold an additional US$30,000 payment on the anniversary date. No other obligations
are required to keep the project in good standing and Miranda may drop or reduce the lands at any time.



Miranda has recovered 70% of the Oribella
acquisition costs from Agnico pursuant to the 30:70 funding terms of the Amended Alliance Agreement.



| | t) | Pavo Real Option, Colombia
| | -- | --------------------------



On June 24, 2010, the Company executed
an option agreement (the “Pavo Option”) by and among ExpoGold, the Company, and the Company’s subsidiary Miranda
Gold Colombia III Ltd., which was subsequently renamed Rovira Mining Limited (“Rovira”); and the Colombian branch of
Rovira to acquire the Pavo Real mining interest.



The terms of the Pavo Option were
agreed to in an earlier Association Agreement and the Company must meet the following to maintain the option:



|Pavo Real Option Due Dates                        | Minimum advance royalty payments
        US$ | Common shares to be issued to ExpoGold
|------------------------------------------------- | -------------------------------------------- | --------------------------------------
|Previously paid and issued                        | 150,000                                      | 400,000                               
|June 24, 2013 (paid and issued)                   | 70,000                                       | 100,000                               
|June 24, 2014 (paid and issued)                   | 80,000                                       | 100,000                               
|June 24, 2015, and on each subsequent anniversary | 100,000                                      | 100,000                               



24





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | t) | Pavo Real Option, Colombia(continued)
| | -- | -------------------------------------



Annual payments of US$100,000, plus
the issue of 100,000 common shares will be required to maintain the option until the first milestone is achieved. The first milestone
is the definition of a NI 43-101 Measured and Indicated Resource greater than or equal to 250,000 ounces of gold equivalent. Rovira
will pay ExpoGold US$100,000 if it is less than 500,000 ounces of gold equivalent and US$250,000 if it is more. Additional payments
will be owed by Rovira at various milestones as the steps to production progress.



On June 25, 2010, the Company entered
into a SPA and SA with Red Eagle, effectively forming a corporate option to joint venture on the Pavo Real property. The SPA and
SA agreements became effective on June 24, 2010. The SPA and SA were combined with portions of the Cajamarca property on November
1, 2013 and on May 7, 2014 the Cajamarca property lease was terminated so that the agreements are again only for the Pavo Real
property. Pursuant to the SPA, Miranda assigned 70% of the shares of Rovira to Red Eagle. The activities of Rovira are governed
by the SA. To maintain its 70% shareholding in Rovira, effectively representing a 70% interest in the Pavo Option, Red Eagle must
make an aggregate US$4,000,000 “First Capital Contribution” to Rovira within four years (achieved), and further fund
Rovira at a minimum of US$1,000,000 per year and either complete a bankable feasibility study on the Pavo Real project within eight
years, or contribute a minimum of US$10,000,000 within 10 years; the “Second Capital Contribution”. These capital contributions
will be used to fund exploration work at the Pavo Real project. If Red Eagle fails to make the “First Capital Contribution”
or the “Second Capital Contribution” within the required timeframe, or if Red Eagle voluntarily terminates making such
contributions, then Red Eagle forfeits its shares in Rovira and the SPA and SA terminate.



At the time the board of directors
of Rovira approves a feasibility study and a mine construction program on the Pavo Real project, Red Eagle will have the option
for a period of 30 days to elect to acquire an additional 10% interest in Rovira by committing to solely fund all costs associated
with putting the property into production. If Red Eagle fails to make any of the capital contributions within the stated time periods,
Red Eagle will forfeit its shares of Rovira to Miranda.



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



Red Eagle is the operator of the exploration
program at Pavo Real.



On June 24, 2012, Miranda issued 100,000
common shares to ExpoGold valued at $33,000 pursuant to the Pavo Option Agreement. Miranda, in turn, received 100,000 shares of
Red Eagle pursuant to the SPA, valued at $42,400, with the excess value of $9,400 of the Red Eagle shares over the Miranda shares
taken into exploration and evaluation recoveries.



On June 14, 2013, Miranda issued 100,000
common shares to ExpoGold valued at $19,000 pursuant to the Pavo Option. Miranda, in turn, received 100,000 shares of Red Eagle
pursuant to the SPA, valued at $16,800.



On June 13, 2014, Miranda issued 100,000
common shares to ExpoGold valued at $15,000 pursuant to the Pavo Option. Miranda, in turn, received 100,000 shares of Red Eagle
pursuant to the SPA, valued at $22,000, with the excess value of $7,000 of the Red Eagle shares over the Miranda shares taken into
exploration and evaluation recoveries.





25





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 11. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| | --- | ----------------------------------------



|                                                           | As at August 31, 2014  | As at August 31, 2013 
|---------------------------------------------------------- | ---------------------- | ----------------------
|Trade and other payables in Canada                         | $               53,815 | $               62,763
|Trade and other payables in the USA                        | 83,332                 | 76,260                
|Trade and other payables in Colombia                       | 36,092                 | 155,656               
|Amounts payable and accrued liabilities to related parties | 34,773                 | 1,109                 
|                                                           |                        |                       
|Total                                                      | $             208,012  | $             295,788 





| | 12. | SHARE CAPITAL
| | --- | -------------



| | a) | Authorized:An unlimited number of common shares without par value.
| | -- | ------------------------------------------------------------------



| | b) | Share issuance: There are 74,140,252 shares issued and outstanding
as at August 31, 2014.
| | -- | -----------------------------------------------------------------------------------------



Fiscal 2014



On June 13, 2014, the Company issued
100,000 common shares to ExpoGold valued at $15,000 pursuant to the Pavo Real Option agreement.



Fiscal 2013



On December 19, 2012, the Company
completed a non-brokered private placement of 20,000,000 units at a price of $0.25 per unit, for gross proceeds of $5,000,000.
Each unit consisted of one common share and one non-transferable share purchase warrant. Each warrant entitles the holder thereof
to purchase one additional common share of Miranda at a price of $0.375 for the first two years and $0.50 thereafter until December
19, 2017. If the daily volume weighted average trading price of the common shares of Miranda is at least $0.50 per share for 20
consecutive trading days in the period commencing April 20, 2013 and up December 19, 2014, or at least $0.75 per share thereafter,
Miranda will have the right, exercisable within five trading days thereof, to accelerate the expiry date of the warrants to the
date which is 30 days after notice is given to the holders of the warrants of the accelerated expiry date and a news release to
that effect is given. The proceeds of the financing of $5,000,000 were allocated on a relative fair value basis as $3,182,963 to
common shares and $1,817,037 as to warrants. An additional 835,800 units at a value of $208,950 were issued as a finder’s
fee pursuant to the private placement, with the allocation on a relative fair value basis as $133,016 to common shares and $75,934
as to warrants. Cash share issue costs pursuant to this private placement were an additional $72,259. The assumptions used in the
Black-Scholes option pricing model for the relative fair value allocation were: a risk-free interest rate of 1.34%; an expected
volatility of 87%; an expected life of 5 years; and an expected dividend of zero.



On December 19, 2012, the Company
issued 30,000 common shares to ExpoGold valued at $7,200 pursuant to the Cajamarca Option
agreement.



On June 14, 2013, the Company issued
100,000 common shares to ExpoGold valued at $19,000 pursuant to the Pavo Real Option agreement.



26





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 12. | SHARE CAPITAL(continued)
| | --- | ------------------------



| | b) | Share issuance: (continued)
| | -- | ---------------------------



Fiscal 2012



On November 30, 2011, the Company
issued 40,000 common shares to ExpoGold valued at $13,200 pursuant to the Cajamarca Option agreement.



On February 7, 2012, the Company issued
85,000 common shares pursuant to the exercise of stock options.



On June 15, 2012, the Company issued
100,000 common shares to ExpoGold valued at $33,000 pursuant to the Pavo Real Option Agreement.



| | c) | Stock Options Outstanding:
| | -- | --------------------------



The Company has a shareholder-approved
stock option plan that provides for the reservation for issuance of a fixed number of not more than 10,491,890 options to acquire
common shares to its directors, officers, employees and consultants. The vesting terms of each stock option grant is determined
by the Board of Directors at the time of the grant.



As at August 31, 2014, 4,911,250 of
the outstanding stock options were vested and exercisable, with a weighted average exercise price of $0.40. The intrinsic value
of the vested stock options was $nil. The intrinsic value of the vested stock options outstanding at August 31, 2014, is calculated
on the difference between the exercise prices of the underlying vested options and the quoted price of our common stock as of the
reporting date of August 31, 2014, being $0.15.



The continuity for stock options for
the year ended August 31, 2014, is as follows:







|                                |                |                        |                    |                     |                    |                        
|------------------------------- | -------------- | ---------------------- | ------------------ | ------------------- | ------------------ | -----------------------
|Expiry date                     | Exercise price | Balance,August 31,2013 | Granted            | Exercised           | Expired            | Balance,August 31, 2014
|February 25, 2014               | $     0.35     | 1,842,000              | -                  | -                   | (1,842,000)        | -                      
|September 26, 2015              | $     0.56     | 1,585,000              | -                  | -                   | (150,000)          | 1,435,000              
|December 1, 2015                | $     0.69     | 50,000                 | -                  | -                   | -                  | 50,000                 
|April 19, 2016                  | $     0.56     | 100,000                | -                  | -                   | (100,000)          | -                      
|October 21, 2016                | $     0.40     | 1,785,000              | -                  | -                   | (275,000)          | 1,510,000              
|September 24, 2017              | $   0.305      | 1,575,000              | -                  | -                   | (230,000)          | 1,345,000              
|October 17, 2018                | $   0.155      | -                      | 1,142,500          | -                   | -                  | 1,142,500              
|                                |                |                        |                    |                     |                    |                        
|                                | 6,937,000      | 1,142,500              | -                  | (2,597,000)         | 5,482,500         
|                                |                |                        |                    |                     |                    |                        
|Weighted average exercise price |                | $            0.41      | $             0.16 | $                 - | $             0.37 | $                0.37  
|                                |                |                        |                    |                     |                    |                        







As at August 31, 2014, the weighted
average remaining contractual life of the options outstanding was 2.5 years.



As at August 31, 2013, 6,149,500 of
the outstanding stock options were vested and exercisable, with a weighted average exercise price of $0.42. The intrinsic value
of the vested stock options was $nil. The intrinsic value of the vested stock options outstanding at August 31, 2013, is calculated
on the difference between the exercise prices of the underlying vested options and the quoted price of our common stock as of the
reporting date of August 31, 2013, being $0.185.



27





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 12. | SHARE CAPITAL(continued)
| | --- | ------------------------



| | c) | Stock Options Outstanding(continued):
| | -- | -------------------------------------



The continuity for stock options for
the year ended August 31, 2013, is as follows:







|                                |                |                        |                    |                     |                               |                       
|------------------------------- | -------------- | ---------------------- | ------------------ | ------------------- | ----------------------------- | ----------------------
|Expiry date                     | Exercise price | Balance,August 31,2012 | Granted            | Exercised           | Expired /Cancelled /Forfeited | Balance,August 31,2013
|January 31, 2013                | $     0.70     | 1,040,000              | -                  | -                   | (1,040,000)                   | -                     
|February 25, 2014               | $     0.35     | 1,872,000              | -                  | -                   | (30,000)                      | 1,842,000             
|September 26, 2015              | $     0.56     | 1,660,000              | -                  | -                   | (75,000)                      | 1,585,000             
|December 1, 2015                | $     0.69     | 50,000                 | -                  | -                   | -                             | 50,000                
|April 19, 2016                  | $     0.56     | 100,000                | -                  | -                   | -                             | 100,000               
|October 21, 2016                | $     0.40     | 1,865,000              | -                  | -                   | (80,000)                      | 1,785,000             
|September 24, 2017              | $   0.305      | -                      | 1,575,000          | -                   | -                             | 1,575,000             
|                                |                |                        |                    |                     |                               |                       
|                                | 6,587,000      | 1,575,000              | -                  | (1,225,000)         | 6,937,000                    
|                                |                |                        |                    |                     |                               |                       
|Weighted average exercise price |                | $            0.48      | $             0.31 | $                 - | $             0.66            | $                0.41 
|                                |                |                        |                    |                     |                               |                       







As at August 31, 2013, the weighted
average remaining contractual life of the options outstanding was 2.4 years.



The continuity for stock options for
the year ended August 31, 2012, is as follows:





|                                |                |                         |                    |                    |                               |                       
|------------------------------- | -------------- | ----------------------- | ------------------ | ------------------ | ----------------------------- | ----------------------
|Expiry date                     | Exercise price | Balance,August 31, 2011 | Granted            | Exercised          | Expired /Cancelled /Forfeited | Balance,August 31,2012
|March 28, 2012                  | $     0.70     | 135,000                 | -                  | -                  | (135,000)                     | -                     
|January 31, 2013                | $     0.70     | 1,170,000               | -                  | -                  | (130,000)                     | 1,040,000             
|February 25, 2014               | $     0.35     | 1,957,000               | -                  | (85,000)           | -                             | 1,872,000             
|September 26, 2015              | $     0.56     | 1,745,000               | -                  | -                  | (85,000)                      | 1,660,000             
|December 1, 2015                | $     0.69     | 50,000                  | -                  | -                  | -                             | 50,000                
|April 19, 2016                  | $     0.56     | 100,000                 | -                  | -                  | -                             | 100,000               
|October 21, 2016                | $     0.40     | -                       | 1,865,000          | -                  | -                             | 1,865,000             
|                                |                |                         |                    |                    |                               |                       
|                                | 5,157,000      | 1,865,000               | (85,000)           | (350,000)          | 6,587,000                    
|                                |                |                         |                    |                    |                               |                       
|Weighted average exercise price |                | $            0.52       | $             0.40 | $             0.35 | $             0.67            | $                0.48 
|                                |                |                         |                    |                    |                               |                       







As at August 31, 2012, the weighted
average remaining contractual life of the options outstanding was 2.5 years.



28





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 12. | SHARE CAPITAL(continued)
| | --- | ------------------------



| | d) | Stock Based Compensation:
| | -- | -------------------------



The fair value of each option granted
to employees, officers and directors was estimated on the date of grant using the Black-Scholes option pricing model.



Fiscal 2014



During the year ended August 31, 2014,
the Company recorded $113,413 in stock-based compensation expense for options vesting in the period as follows:



| | a) | vesting portion of options granted September 24, 2012, of $10,670;
and
| | -- | ----------------------------------------------------------------------

| | b) | vesting portion of options granted October 17, 2013, of $102,743.
| | -- | -----------------------------------------------------------------



The fair value of the 1,142,500 options
granted on October 17, 2013, was determined using a risk-free interest rate of 1.73%, an expected volatility ranging from 79.34%
to 85.25%, an expected life of ranging from 3.81 to 4.97 years, and an expected dividend of zero for a total fair value of $110,273
or $0.097 per option. Volatility was determined using daily closing share prices over a term equivalent to the expected life of
the options.



Fiscal 2013



During the year ended August 31, 2013,
the Company recorded $329,143 in stock-based compensation expense for options vesting in the period as follows:



| | a) | vesting portion of options granted October 20, 2011, $31,490; and
| | -- | -----------------------------------------------------------------

| | b) | vesting portion of options granted September 24, 2012, $297,653.
| | -- | ----------------------------------------------------------------



The fair value of the 1,575,000 options
granted on September 24, 2012, was determined using a risk-free interest rate of 1.29%, an expected volatility ranging from 80.1%
to 88.2%, an expected life of ranging from 3.81 to 4.97 years, and an expected dividend of zero for a total fair value of $308,321
or $0.196 per option. Volatility was determined using daily closing share prices over a term equivalent to the expected life of
the options.



Fiscal 2012



During the year ended August 31, 2012,
the Company recorded $459,188 in stock-based compensation expense for options vesting in the year as follows:



| | a) | vesting portion of options granted October 20, 2011, $424,658;
| | -- | --------------------------------------------------------------

| | b) | vesting portion of options granted April 19, 2011, $11,019;
| | -- | -----------------------------------------------------------

| | c) | vesting portion of options granted December 1, 2010, $2,688; and
| | -- | ----------------------------------------------------------------

| | d) | vesting portion of options granted September 26, 2010, $20,823.
| | -- | ---------------------------------------------------------------



The fair value of the 1,865,000 options
granted on October 20, 2011, was determined using a risk-free interest rate of 1.41%, an expected volatility ranging from 81.4%
to 88.6%, an expected life of ranging from 3.32 to 4.87 years, and an expected dividend of zero for a total fair value of $456,148
or $0.245 per option.





29





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 12. | SHARE CAPITAL(continued)
| | --- | ------------------------



| | e) | Share Purchase Warrants:
| | -- | ------------------------



The continuity for share purchase
warrants for the year ended August 31, 2014, is as follows:





|                                |                |                         |                     |                     |                    |                        
|------------------------------- | -------------- | ----------------------- | ------------------- | ------------------- | ------------------ | -----------------------
|Expiry date                     | Exercise price | Balance,August 31, 2013 | Issued              | Exercised           | Expired            | Balance,August 31, 2014
|October 29, 2013                | $     0.60     | 100,000                 | -                   | -                   | (100,000)          | -                      
|December 19, 2017               | $   0.375      | 20,835,800              | -                   | -                   | -                  | 20,835,800             
|                                | 20,935,800     | -                       | -                   | (100,000)           | 20,835,800        
|                                |                |                         |                     |                     |                    |                        
|Weighted average exercise price |                | $            0.38       | $                 - | $                 - | $             0.60 | $                0.38  
|                                |                |                         |                     |                     |                    |                        











The continuity for share purchase
warrants for the year ended August 31, 2013, is as follows:





|                                |                |                         |                    |                     |                    |                       
|------------------------------- | -------------- | ----------------------- | ------------------ | ------------------- | ------------------ | ----------------------
|Expiry date                     | Exercise price | Balance,August 31, 2012 | Issued             | Exercised           | Expired            | Balance,August 31,2013
|October 29, 2012                | $     0.55     | 100,000                 | -                  | -                   | (100,000)          | -                     
|November 3, 2012                | $     0.75     | 1,000,000               | -                  | -                   | (1,000,000)        | -                     
|October 29, 2013                | $     0.60     | 100,000                 | -                  | -                   | -                  | 100,000               
|December 19, 2017               | $   0.375      | -                       | 20,000,000         | -                   | -                  | 20,000,000            
|December 19, 2017               | $   0.375      | -                       | 835,800            | -                   | -                  | 835,800               
|                                | 1,200,000      | 20,835,800              | -                  | (1,100,000)         | 20,935,800        
|                                |                |                         |                    |                     |                    |                       
|Weighted average exercise price |                | $            0.72       | $             0.38 | $                 - | $             0.73 | $                0.38 
|                                |                |                         |                    |                     |                    |                       









30





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 12. | SHARE CAPITAL(continued)
| | --- | ------------------------



| | e) | Share Purchase Warrants(continued):
| | -- | -----------------------------------



The continuity for share purchase
warrants for the year ended August 31, 2012, is as follows:





|                                |                |                         |                    |                     |                    |                       
|------------------------------- | -------------- | ----------------------- | ------------------ | ------------------- | ------------------ | ----------------------
|Expiry date                     | Exercise price | Balance,August 31, 2011 | Issued             | Exercised           | Expired            | Balance,August 31,2012
|December 9, 2011                | $     0.50     | 100,000                 | -                  | -                   | (100,000)          | -                     
|March 18, 2012                  | $     1.00     | 5,686,492               | -                  | -                   | (5,686,492)        | -                     
|October 29, 2012                | $     0.55     | 100,000                 | -                  | -                   | -                  | 100,000               
|November 3, 2012                | $     0.75     | 1,000,000               | -                  | -                   | -                  | 1,000,000             
|October 29, 2013                | $     0.60     | -                       | 100,000            | -                   | -                  | 100,000               
|                                | 6,886,492      | 100,000                 | -                  | (5,786,492)         | 1,200,000         
|                                |                |                         |                    |                     |                    |                       
|Weighted average exercise price |                | $            0.95       | $             0.60 | $                 - | $             0.99 | $                0.72 
|                                |                |                         |                    |                     |                    |                       







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



| | 13. | RELATED PARTY TRANSACTIONS
| | --- | --------------------------



| | a) | The Company’s related parties consist of companies with directors
and officers in common and companies owned in whole or in part by executive officers and directors as follows:
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Name		Nature
of transactions

Golden
Oak Corporate Services Ltd.		Consulting as CFO, corporate compliance services,

and
financial reporting

Mine
Development Associates	Geology & geo-technical consulting



The
Company incurred the following fees in the normal course of operations in connection with individuals and companies owned by key
management and directors.



|For the year ended                    | August 31, 2014    | August 31, 2013  | August 31, 2012 
|------------------------------------- | ------------------ | ---------------- | ----------------
|Consulting fees CFO                   | $          121,012 | $        116,357 | $        114,450
|Consulting fees Geology               | 5,986              | -                | -               
|Reimburse office and general expenses | 6,160              | 8,631            | 5,111           
|Total                                 | $          133,158 | $        124,988 | $        119,561



Amounts
owing to related parties are disclosed in Note 11.



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



The
Company and Red Eagle are related parties in that they have directors in common, being Ken Cunningham and Ian Slater.



31





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 13. | RELATED PARTY TRANSACTIONS(continued)
| | --- | -------------------------------------



| | b) | Compensation of key management personnel:
| | -- | -----------------------------------------



The remuneration of directors and
other members of key management personnel, including amounts disclosed in Note 13(a), during the years ended August 31, 2014, 2013,
and 2012 were as follows:



|For the year ended       | August 31, 2014    | August 31, 2013  | August 31, 2012 
|------------------------ | ------------------ | ---------------- | ----------------
|Consulting fees          | $          126,998 | $        116,357 | $        114,450
|Salaries                 | 393,288            | 356,331          | 351,760         
|Directors fees           | 28,371             | 30,151           | 30,319          
|Share-based compensation | 76,002             | 204,617          | 314,401         
|Total                    | $          624,659 | $        707,456 | $        810,930





| | 14. | SEGMENTED DISCLOSURE
| | --- | --------------------



The Company operates only in the
mineral exploration sector within two geographic segments: Nevada projects in the United States; and Colombian projects in Colombia.



Notes 9 and 10 provide disclosure
as to the geographic location of equipment; the exploration and evaluation assets; and geographical exploration expenditures.



| | 15. | Management of Capital
| | --- | ---------------------



The Company manages its common shares,
stock options and warrants as capital (see Note 12). The Company’s objectives when managing capital are to safeguard the
Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain
a flexible capital structure which optimizes the costs of capital at an acceptable level of risk. The Company is not subject to
any externally imposed capital requirements.



The Company manages the capital structure
and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To
maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets,
or adjust the amount of cash.



In order to facilitate the management
of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors
including successful capital deployment and general industry conditions.



In order to maximize ongoing exploration
expenditures, the Company does not pay out dividends. The Company’s investment policy is to keep its cash treasury on deposit
in interest bearing Canadian chartered bank account and short-term guaranteed investment certificates.



The Company expects its current capital
resources will be sufficient to carry out its exploration plans and operations through the next twelve months and longer.



32





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 16. | Supplemental Disclosure with Respect to Cash Flows
| | --- | --------------------------------------------------



|For the year ended                           | August 31,                                                                                          | August 31,                | August 31,              |                 
|-------------------------------------------- | --------------------------------------------------------------------------------------------------- | ------------------------- | ----------------------- | ----------------
|2014                                         | 2013                                                                                                | 2012                     
|Non-cash investing and financing activities: |                                                                                                     |                           |                        
|                                             | Fair value of warrants issued for exploration and
        evaluation assets                         | $                       - | $                     - | $         10,969
|                                             | Fair value of shares issued for exploration and
        evaluation assets                           | 15,000                    | 26,200                  | 46,200          
|                                             | Fair value of shares received for exploration and
        evaluation assets                         | 40,400                    | 24,000                  | 76,920          
|                                             | Fair value of options exercised                                                                     | -                         | -                       | 13,095          
|                                             | Option recoveries in amounts receivable                                                             | 51,046                    | -                       | -               
|                                             | Fair value of marketable securities exchanged for
        exploration and evaluation
        assets | -                         | 6,000                   | -               
|Interest received                            | 71,524                                                                                              | 94,471                    | 87,213                 
|                                             |                                                                                                     |                           |                         |                 



| | 17. | INCOME TAXES
| | --- | ------------



A
reconciliation of income taxes at statutory rates with the reported taxes is as follows:





|                                                                                                                | 2014 | 2013        | 2012
|--------------------------------------------------------------------------------------------------------------- | ---- | ----------- | ----
|                                                                                                                |      |             |     
|Loss before income taxes                                                                                        | $    | (2,752,090) | $   
|                                                                                                                |      |             |     
|Expected income tax (recovery)                                                                                  | $    | (716,000)   | $   
|Change
        in statutory, foreign tax, foreign exchange
        rates,
        and other                     |      | (196,000)   |     
|Permanent differences                                                                                           |      | 130,000     |     
|Share issue costs                                                                                               |      | (19,000)    |     
|Adjustments
        to prior years provisions versus
        statutory
        tax returns and expiry of losses |      | 387,000     |     
|Change
        in unrecognized deductable
        temporary
        differences                                 |      | 414,000     |     
|                                                                                                                |      |             |     
|Deferred income tax expense                                                                                     | $    | -           | $   
|                                                                                                                |      |             |     



The
Canadian income tax rate declined during the year due to changes in the law that reduced corporate income tax rates in Canada.



33





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2014, 2013, and 2012

(stated in Canadian dollars)







| | 17. | INCOME TAXES(continued)
| | --- | -----------------------



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



|                                               | 2014 | Expiry Date Range | 2013          
|---------------------------------------------- | ---- | ----------------- | --------------
|                                               |      |                   |               
|Temporary differences                          |      |                   |               
|Exploration and evaluation assets              | $    | 6,999,000         | No expiry date
|Property and equipment                         |      | 85,000            | No expiry date
|Share issue costs                              |      | 44,000            | 2034-2037     
|Marketable securities                          |      | 56,000            | No expiry date
|Allowable capital losses                       |      | 60,000            | No expiry date
|Non-capital losses available for future period |      | 16,242,000        | 2015-2034     
|                                               |      |                   |               
|Canada                                         |      | 5,683,000         | 2015-2034     
|USA                                            |      | 10,559,000        | 2020-2034     



Tax
attributes are subject to review, and potential adjustments by tax authorities.





| | 18. | SUBSEQUENT EVENTS
| | --- | -----------------



Subsequent to August 31, 2014:



| | a) | The Company granted stock options to directors, officers, employees
and consultants on 1,340,000 shares of the Company’s capital stock, exercisable for up to five years at a price of $0.145
per share. These options vested immediately;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | 50,000 options expired on October 23, 2014, due to the resignation
of a staff member; and
| | -- | -----------------------------------------------------------------------------------------

| | c) | 370,000 options expired on December 2, 2014, due to the retirement
of a director.
| | -- | ---------------------------------------------------------------------------------



34