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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2005

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
**0-27760**

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

BRITISH COLUMBIA, CANADA(Jurisdiction of
Incorporation or organization)

Suite 1410  800 West Pender Street, Vancouver, British
Columbia, Canada, V6C 2V6(Address of Principal Executive
Offices)

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

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

1

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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:

28,768,760 common shares

Indicate by check mark whether the registrant (1) has filed all
  reports required to be filed by Section 13 or 
  15(d) of the Securities Act of 1934 during the preceding 12 months (or for such
  shorter period that the
  registrant was required to file such reports), and (2) has been subject to such
  filing requirements for the past 
  90 days.
  [ X ] Yes [  ] No

Indicate by check mark which financial statement item the registrant
  has elected to follow.
  [ X ] Item 17 [  ] Item 18

If this is an annual report, indicate by check mark whether the
  registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes [  ] No [ X ]

2

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Table of Contents

| | PART I |                                                                         |   
| | ------ | ----------------------------------------------------------------------- | --
| | ITEM 1 | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
      AND ADVISORS             | 1 
| |        |                                                                         |   
| | ITEM 2 | OFFER STATISTICS AND EXPECTED TIMETABLE                                 | 1 
| |        |                                                                         |   
| | ITEM 3 | KEY INFORMATION                                                         | 1 
| | A.     | SELECTED FINANCIAL DATA                                                 | 1 
| | B.     | CAPITALIZATION AND INDEBTEDNESS                                         | 2 
| | C.     | REASONS FOR THE OFFER AND
      USE OF PROCEEDS                         | 2 
| | D.     | RISK FACTORS                                                            | 3 
| | ITEM 4 | INFORMATION ON THE COMPANY                                              | 5 
| | A.     | HISTORY AND DEVELOPMENT OF THE COMPANY                                  | 5 
| | B.     | BUSINESS OVERVIEW                                                       | 8 
| | C.     | ORGANIZATIONAL STRUCTURE                                                | 8 
| | D.     | PROPERTY                                                                | 8 
| | ITEM 5 | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                            | 20
| | A.     | OPERATING RESULTS                                                       | 20
| | B.     | LIQUIDITY AND CAPITAL RESOURCES                                         | 21
| | C.     | RESEARCH AND DEVELOPMENT,
      PATENTS AND LICENSES                    | 22
| | D.     | TREND INFORMATION                                                       | 22
| | E.     | OFF-BALANCE SHEET ARRANGEMENTS                                          | 22
| |        | **THE COMPANY DOES NOT HAVE ANY OFF-BALANCE
      SHEET ARRANGEMENTS.** | 22
| | F.     | TABULAR DISCLOSURE OF CONTRACTUAL
      OBLIGATIONS                     | 22
| | G.     | SAFE HARBOR                                                             | 23
| | ITEM 6 | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                              | 23
| | A.     | DIRECTORS AND SENIOR MANAGEMENT                                         | 23
| | B.     | COMPENSATION                                                            | 25
| | C.     | BOARD PRACTICES                                                         | 27
| | D.     | EMPLOYEES                                                               | 27
| | E.     | SHARE OWNERSHIP                                                         | 27
| | ITEM 7 | MAJOR SHAREHOLDERS AND
      RELATED PARTY TRANSACTIONS                 | 29
| | A.     | MAJOR SHAREHOLDERS                                                      | 29
| | B.     | RELATED PARTY TRANSACTIONS                                              | 30
| | C.     | INTERESTS OF EXPERTS AND COUNSEL                                        | 30
| | ITEM 8 | INANCIAL INFORMATION                                                    | 30
| | A.     | CONSOLIDATED STATEMENTS AND OTHER FINANCIAL
      INFORMATION           | 30
| | B.     | SIGNIFICANT CHANGES                                                     | 31
| | ITEM 9 | THE OFFER AND LISTING                                                   | 31
| | A.     | OFFER AND LISTING DETAILS                                               | 32
| | B.     | PLAN OF DISTRIBUTION                                                    | 33

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| | C.       | MARKETS                                                                      | 33    
| | -------- | ---------------------------------------------------------------------------- | ------
| | D.       | DILUTION                                                                     | 33    
| | E.       | EXPENSES OF THE ISSUE                                                        | 33    
| | ITEM 10  | ADDITIONAL INFORMATION                                                       | 33    
| | A.       | SHARE CAPITAL                                                                | 34    
| | B.       | MEMORANDUM AND ARTICLES OF ASSOCIATION                                       | 34    
| | C.       | MATERIAL CONTRACTS                                                           | 40    
| | D.       | EXCHANGE CONTROLS                                                            | 43    
| | E.       | TAXATION                                                                     | 44    
| | F.       | DIVIDENDS AND PAYING AGENTS                                                  | 50    
| | G.       | STATEMENT BY EXPERTS                                                         | 50    
| | H.       | DOCUMENTS ON DISPLAY                                                         | 50    
| | I.       | SUBSIDIARY INFORMATION                                                       | 51    
| | ITEM 11  | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK             | **51**
| |          |                                                                              |       
| | ITEM 12  | DESCRIPTION OF SECURITIES OTHER THAN
      EQUITY SECURITIES                 | 51    
| |          |                                                                              |       
| | ITEM 13  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              | 51    
| |          |                                                                              |       
| | ITEM 14  | MATERIAL MODIFICATIONS TO THE RIGHTS
      OF SECURITY HOLDERS               | 51    
| |          |                                                                              |       
| | ITEM 15  | CONTROLS AND PROCEDURES                                                      | 51    
| |          |                                                                              |       
| | ITEM 16  | [RESERVED]                                                                   | 52    
| | A        | AUDIT COMMITTEE FINANCIAL
      EXPERT                                       | 52    
| | B        | CODE OF ETHICS                                                               | 52    
| | C        | PRINCIPAL ACCOUNTANT FEES
      AND SERVICES                                 | 52    
| | D        | EXEMPTIONS FROM THE LISTING STANDARDS FOR
      AUDIT COMMITTEES             | 53    
| | E        | PURCHASES OF EQUITY SECURITIES
      BY THE ISSUER AND AFFILIATED PURCHASERS | 53    
| | PART III |                                                                              | 54    
| | ITEM 17  | FINANCIAL STATEMENTS                                                         | 54    
| |          |                                                                              |       
| | ITEM 18  | FINANCIAL STATEMENTS                                                         | 55    
| |          |                                                                              |       
| | ITEM 19  | EXHIBITS                                                                     | 55    

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

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

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

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

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

For the Year Ended August 31

2005
    2004
    2003
    2002
    2001$
    $
    $
    $
    $General and Administrative Expenses
    2,017,471
    1,628,819
    479,953
    279,694
    170,660Interest Income
    47,968
    13,789
    2,066
    894
    2,611Revenue  Mineral property option payments
      received in excess of cost
    68,152
    8,216
    -
    -
    -Write off of Abandoned Mineral Properties and
      Related Exploration Expenses
    36,571
    440,646
    34,839
    Nil
    528,803Loss For The Year
    1,937,922
    2,048,055
    512,726
    278,800
    696,852Income (Loss) per share
    (0.08)
    (0.11)
    (0.07)
    (0.12)
    (0.42)Current Assets
    3,231,560
    1,656,902
    324,208
    289,705
    32,493Total Assets
    4,222,999
    2,200,855
    1,026,837
    643,430
    248,783Current Liabilities
    100,706
    46,708
    24,304
    9,643
    15,796Long Term Debt
    Nil
    Nil
    Nil
    Nil
    70,000Shareholders Equity
    4,122,293
    2,154,147
    1,002,533
    633,787
    162,987


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The following table sets out the rate of exchange for the
Canadian dollar at August 31, 2005, August 31, August 31, 2003, August 31, 2002,
and August 31, 2001, the average rates for the period, and the range of high low
rates for the period.

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

Average
    High
    Low
    CloseFor the Year Ended August 31, 2005
    $1.25
    $1.33
    $1.17
    $1.18For the Year Ended August 31, 2004
    $1.33
    $1.40
    $1.26
    $1.31For the Year Ended August 31, 2003
    $1.46
    $1.60
    $1.33
    $1.39For the Year Ended August 31, 2002
    $1.56
    $1.61
    $1.50
    $1.56For the Year Ended August 31, 2001
    $1.53
    $1.58
    $1.47
    $1.54


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

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

August, 2005
    September, 2005
    October, 2005
    November, 2005
    December, 2005
    January, 2006High
    $1.22
    $1.19
    $1.19
    $1.20
    $1.18
    $1.18Low
    $1.18
    $1.16
    $1.16
    $1.16
    $1.14
    $1.15


The value of the U.S. Dollar in relation to the Canadian Dollar
was $1.1390 as of January 31, 2006.

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.

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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 aware of or that 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.

Early Stage Exploration Company

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

There is no assurance that any of our mineral properties
possess commercially mineable bodies of ore.

All of our mineral projects are in the exploration stage as
opposed to the development stage and have no known body of economic
mineralization. The known mineralization at these projects has not been
determined to be economic ore. Accordingly, there can be no assurance that a
commercially mineable ore body exists on any of our properties. There is no
certainty that any expenditure made in the exploration of our mineral properties
will result in discoveries of commercially recoverable quantities of ore. Such
assurance will require completion of final comprehensive feasibility studies
and, possibly, further associated exploration, development and other work that
concludes a potential mine at each of these projects is likely to be economic.
In order to carry out exploration and development programs of any economic ore
body and place it into commercial production, we will be required to raise
substantial additional funding.

Financial Risk

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

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

We have not generated any 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.

3

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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, its 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 the Company will be determined by its board of
directors.

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

Compliance with Government Regulations

All phases of the Companys 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 the Company and
the further exploration and the development of its properties require various
licenses and permits and will be subject to ongoing regulation. There can be no
guarantee that the Company will be able to obtain or maintain all permits and
licenses that may be required for its activities. Currently, the Company does
not have any properties on which commercial mining operations are carried
out.

4

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Risks Associated with Mining

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

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 United States dollars. 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 exploration activities that Miranda
is able to complete with its current capital. Miranda does not engage in any
hedging or other transactions to protect itself against such currency
fluctuations.

ITEM
4               
INFORMATION ON THE COMPANY

A.                        
History and Development of the Company

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

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 have taken steps to bring our charter documents into
conformity with the Business Corporations Act and to that end have filed our
Notice of Articles, which replaces our Memorandum, with the British Columbia
Registrar of Companies.

We filed Notice of Alteration with the British Columbia
Registrar of Companies that removed certain pre-existing provisions under the
Company Act and amended the Companys authorized capital such that the Companys
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.

The Company's head office is located at Suite 1410  800 West
Pender Street, Vancouver, British Columbia, V6C 2V6. The contact person is
Dennis Higgs, Chairman and Director. The telephone number is (604) 689-1659 and
the facsimile number is (604) 689-1722.

5

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Principal capital expenditures/divestitures over the last
three fiscal years

Fiscal year ended August 31, 2003

By agreements dated January 23, 2003 (amended May 28, 2003),
the Company acquired by way of agreements the Blackrock, the Cold Springs, the
Troy and the Redlich properties.

Fiscal year ended August 31, 2004

On November 18, 2003, the Company entered into a 20-year mining
lease for the Red Canyon property located in Nevada.

The Sampson property was acquired by the Company on May 13,
2004 under a mining lease and option to purchase agreement as part of its then
active Hercules Project.

During the fiscal year the Company terminated its interests in
the Blackrock and Cold Springs properties.

On March 4, 2004 the Company entered into an exploration
agreement with an option to form a joint venture on the Redlich project with
Newcrest Resources Inc.

On May 27, 2004, the Company entered into two twenty (20) year
lease agreements with Nevada North Resources (U.S.A.), Inc. a privately held
exploration company, for four properties along the south extension of the Cortez
Trend. The properties include 79 claims at Red Hill, 64 claims in Coal Canyon,
43 claims in the Cortez Mountains (BPV property) and 73 claims in the Horse
Creek Valley area (CONO property). On October 15, 2004 the lease agreement was
divided into four separate property leases.

In June, 2004, the Company staked 28 claims in Kobeh Valley
called the ETTU claims on the south end of the Eureka  Battle Mountain (Cortez)
Gold Trend.

During the year ended August 31, 2004, the Company staked the
Fuse Property comprised of 193 unpatented lode mining claims covering
approximately six square miles in Pine Valley, Eureka County, Nevada.

Fiscal year ended August 31, 2005

In December, 2004 the 28 claims comprising the ETTU property
were re-staked along with an additional 46 contiguous claims, bringing the total
claims on the ETTU project to 74 claims.

On October 13, 2004, the Company entered into an exploration
agreement with an option to form a joint venture on the Red Canyon property with
Newmont Mining Corporation.

On October 27, 2004 (amended November 17, 2005) the Company
entered into an exploration agreement with an option to form a joint venture on
the Red Hill project with Placer Dome US Inc.

On November 23, 2004 the Company entered into a 20-year mining
lease on the Horse Mountain property in the Shoshone Range in Lander County,
Nevada.

On February 4, 2005 the Company entered into an exploration
agreement with an option to form a joint venture on the BPV and CONO projects
with Agnico-Eagle (USA) Ltd.

In February 2005 the Company announced that it had staked 301
claims (9.7 square miles) in Kobeh Valley on the south end of the Battle
Mountain-Eureka Trend.

6

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In March 2005 the Company announced that it had staked 120
claims in the Iron Point District in Humboldt County, Nevada.

On April 6, 2005 (amended April 8, 2005) the Company entered
into an exploration agreement with an option to form a joint venture on the Coal
Canyon project with Golden Aria Corp., a private company.

In April, 2005 the Company signed a letter of intent to joint
venture its CONO and BPV projects located in Eureka County, Nevada with
Agnico-Eagle (USA).

In May, 2005 Miranda signed a letter of intent to joint venture
its Horse Mountain property located in Lander County, Nevada with Barrick Gold
Exploration Inc.

In June, 2005 the Company leased 28 MIP claims to augment its
position in the Iron Point District.

On October 27, 2005 the Company leased the Angel Wing property
located in Elko County, Nevada.

Subsequent to fiscal year ended August 31, 2005

The Company was unsuccessful in finding a partner to joint
venture the Troy property to fund the exploration program and subsequent to
August 31, 2005 the Company terminated this project.

On September 2, 2005 the Company entered into an exploration
agreement with an option to form a joint venture on the Horse Mountain project
with Barrick Gold Exploration Inc.

In October 2005, the Company signed an exploration agreement
with an option to form a joint venture on the Fuse East property with Placer
Dome U.S., Inc.

In November 2005, the Company signed an exploration agreement
with an option to form a joint venture with Placer Dome U.S., Inc. on its Fuse
West project.

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 the Companys properties are beyond the exploration
stage and there is no assurance that any of the Companys mining properties
contain a commercially viable ore body until further exploration work is
done.

Management History

On November 7, 2003, Kenneth D. Cunningham, M.S. Geo, B.S. Geo.
joined the Board of Directors of Miranda Gold Corp. and was appointed President
and Chief Executive Officer of Miranda Gold Corp. and President of Miranda
U.S.A., Inc. , the Companys wholly-owned U.S. subsidiary.

On December 8, 2003, the Company hired Joseph Hebert, B.S. Geo.
as Vice President Exploration.

In February, 2004, Brent Cook joined the Company as an advisor.
Mr. Cook has twenty-five years of experience focused on the economic evaluation
of minerals exploration and development and mining properties located in over 50
countries and encompassing virtually all geologic environments.

On February 1, 2006 Doris Meyer, C.G.A. was appointed as Chief
Financial Officer of the Company.

7

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B.                        
Business Overview

Mirandas business is in the natural resource sector engaged in
the acquisition, and exploration of mineral properties. The Companys primary
focus is on gold exploration. The Company has varying interests in a number of
mineral properties located in Nevada and is dominantly, but not exclusively,
focused on the Cortez Trend. The Companys preferred approach is to joint
venture its properties to other companies for their funding of further more
advanced exploration and development to earn an interest in that property.

Presently the Company has sixteen gold exploration projects in
various stages of exploration. All of the projects are in Nevada. These projects
include the Sampson property in Lyon Country, the Redlich project located in
Esmeralda County; the Red Canyon, Fuse East, Fuse West, JDW, Red Hill, Coal
Canyon, BPV, CONO, ETTU and DAME projects located in Eureka County; the Horse
Mountain project located in Lander County; the Iron Point and PPM projects
located in Humboldt County; and the Angel Wing property located in northern Elko
County.

The Red Hill, Redlich, Red Canyon, Fuse East, Fuse West, BPV,
CONO, Coal Canyon and Horse Mountain projects are joint-ventured to other
companies.

The Company continues to develop exploration models that define
favorable areas or potential locations of large sediment-hosted gold systems
based on a geologic understanding of recent developments on the Cortez Trend.
Complementing Miranda's efforts to identify direct extensions of the Cortez
Trend southeast into the Horse Creek Valley-Pine Valley area, the Company is
utilizing Geographic Information Systems (GIS) and regional geological,
geophysical and geochemical databases to identify other discrete mineral belts
that might be as significant as the Cortez Trend.

The Company has expanded its Carlin-style gold exploration
focus to the northern extensions of the Battle Mountain Trend through its
acquisition of the Horse Mountain, Iron Point, and PPM projects. The Company has
a secondary effort focused on epithermal vein targets, and will not limit its
sediment hosted generative program to the Battle Mountain-Eureka Trend.

The Company has built a track record of successful project
definition, acquisition, and joint venture while at the same time, conserving
the treasury. While the Company is presently well-financed and managed by
experienced professionals, the industry is dependent and subject to metal
prices, environmental regulations and politics as well as the equity markets
that fund exploration companies such as Miranda. There is no guarantee that any
project area controlled by Miranda contains economic gold deposit(s) nor that
any particular property will be joint-ventured.

C.                        
Organizational Structure

The Company has one active subsidiary, Miranda U.S.A., Inc. and
one dormant subsidiary, Minas Miranda, S.A. de C.V. The Company is in the
process of striking the Mexican subsidiary from the registrar in Mexico.

The Companys wholly-owned U.S. subsidiary, Miranda U.S.A.,
Inc. was incorporated under the laws of the State of Nevada.

D.                         Property

Overview of Projects

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The following is a description of the Companys properties with
a location map and the nature of the Companys interests in such properties. All
of the Companys projects are accessible by road.



Sampson Property

The Sampson property was acquired by the Company on May 13,
2004 under a mining lease and option to purchase agreement as part of its then
active Hercules Project. The Hercules Project was abandoned later that year.
Consideration, payable in stages to May 2008 is U.S.$9,000 with a Net Smelter
Return (NSR) royalty of 1.5% . Miranda has the option to purchase the property
and two-thirds of the royalty at anytime during the term of

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the lease for a price of U.S.$180,000 and the issuance of
120,000 common share purchase warrants of the Cmopany. The warrants would be
exercisable for two years following the issue date at a price of $0.40.

The Sampson property consists of two lode mining claims located
in Lyon County, Nevada and is considered to be a non-core asset.

Since termination of the Hercules Project, the Company has not
conducted any work on the Sampson claims.

Troy Property

By an agreement dated January 23, 2003 (amended May 28, 2003)
the Company entered into an option agreement to earn a 100% interest in the Troy
mineral property located in Nye Country, Nevada for consideration, payable in
stages to January 23, 2008 of U.S.$33,000, the issuance of 67,500 share purchase
warrants and work expenditures of U.S.$97,500. As of August 31, 2005 the Company
paid U.S.$9,750 and issued 30,000 share purchase warrants at a fair value of
$10,053.

The Troy property is located in the Troy District in the Grant
Range of northeastern Nye County, Nevada. Limited historic mining reportedly
produced approximately 2,000 tons grading approximately 0.350 ounces gold per
ton. Mineralization is hosted in a quartz body that is 1,200 feet long with a
width ranging from 20 feet to 70 feet. The quartz body is open-ended at over 600
feet depth.

The Companys programs comprised underground mapping and
sampling that demonstrated the presence of high-grade gold mineralization in
underground stopes and multiple sub-parallel 2 foot to 10 foot thick,
east-dipping veins that overprint the larger quartz body. Limited surface
mapping was also completed around the underground workings. The Company
incorporated underground and surface mapping and surveys of existing workings
into a 3D model used to design a first pass twelve hole drill program to test
projections of mapped veins.

The Company was unsuccessful in finding a partner to joint
venture this property to fund the exploration program and subsequent to August
31, 2005 the Company terminated this project. The Company will write down
C$42,117 in the second quarter of the fiscal year ended August 31, 2006.

Redlich Property

By an agreement dated January 23, 2003 (amended May 28, 2003)
the Company entered into an option agreement to earn a 100% interest in the
Redlich mineral property located in Esmeralda Country, Nevada for consideration,
payable in stages to January 23, 2008 of U.S.$33,000, the issuance of 67,500
share purchase warrants and work expenditures of U.S.$97,500. As of August 31,
2005 the Company paid U.S.$9,750 and issued 30,000 share purchase warrants at a
fair value of $10,052. The Redlich Property is subject to a 3% Net Smelter
Return (NSR) royalty. Upon completion of a bankable feasibility study, Miranda
has the option to buy two percentage points of the NSR for U.S.$1,000,000 per
percentage point.

On March 4, 2004 the Company entered into an exploration
agreement with an option to form a joint venture with Newcrest Resources Inc.
(Newcrest). The Company will grant a 65% interest upon receipt of U.S.$45,000
on signing and thereafter Newcrest must pay U.S.$30,000 per year to maintain the
option until March 4, 2008 until a total of U.S.$165,000 has been paid. In
addition, Newcrest must complete a work commitment of U.S.$575,000 expendable in
stages to January 23, 2008, with a minimum work commitment of U.S.$200,000 per
year thereafter until U.S.$1,800,000 has been expended by 2012. A joint venture
will be formed upon completion of a pre-feasibility study. Newcrest can earn an
additional 10% interest in the project (for a total of 75% interest) by the
completion of a positive feasibility study on the Redlich project, and up to an
80% interest, at Mirandas election, by providing 40% of Mirandas portion of
the development costs.

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The Redlich project is located in Esmeralda County along the
Walker Lane structural corridor. The Redlich prospect is an upper-level,
low-sulfidation epithermal system with a geologic setting similar to other
Walker Lane precious metal systems. Boulders and cobbles of high-grade,
well-banded quartz vein material have been noted in surface exposures of
Tertiary gravels. The banded quartz is found over an area of approximately 100
acres but the source of this mineralization is unknown.

Several companies including Inspiration Development, FMC Gold
and the Cordilleran Nevada Syndicate (Cordex) had explored the Redlich project
area prior to the Companys involvement. Previous reverse circulation drilling
encountered gold mineralization in quartz veins or quartz fracture zones. In
addition, multiple zones of lower-grade disseminated mineralization were
encountered in the drilling, some hosted by quartzite breccia and some in
intrusive diorite. The Redlich project presents the potential to discover both
high-grade banded quartz veins and bulk mineable stockwork mineralization.

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

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

Drill results have not established continuity of the high-grade
gold mineralization within the Redlich fault zone but the 2005 results suggest
the existence of multiple northwest fault strands of gold mineralization within
silica replacements and discontinuous veins potentially over 100 feet to 200
feet of strike. One of a three-hole array offsetting R43 did intersect weak
mineralization suggesting a possible northwest trend. Drill holes R52 and R56
contain thick intercepts of low-grade mineralization, similar to that seen in
the 2004 round of Newcrest drilling.

Newcrest continues to maintain its option to explore on behalf
of the joint venture. Geologic evidence including steam-heated alteration,
mineralized basal gravels, and an inferred very young age to the gold system
suggest that the level of exposure of the Redlich hydrothermal system is
probably very near the paleosurface. The drilled fault/fracture/vein mineralized
zones fall within the limits of a large and still open-ended low-grade gold
envelope. Newcrest has informed Miranda that it has planned an additional ground
magnetic survey to help target drill holes. Approximately twenty drill holes are
planned for this third round of drilling at the Redlich project in 2006.

Red Canyon Project

On November 18, 2003, the Company entered into a 20-year mining
lease for the Red Canyon property located in Nevada, with a sliding production
royalty between 3% to 5% depending on the price of gold, for consideration,
payable in stages over 20 years, of U.S.$1,626,200 and the issuance of 75,000
share purchase warrants. The property can be purchased for $1,000, subject to a
retained royalty, if all commitments are met. As of August 31, 2005, the Company
has paid U.S.$51,200 and issued 75,000 share purchase warrants at a fair value
of $34,988.

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

On October 13, 2004, the Company entered into an exploration
agreement with an option to form a joint venture with Newmont Mining Corporation
(Newmont). Miranda will grant a 60% interest for U.S.$30,000 (received), a
work commitment of U.S.$2,500,000 expendable in stages to December 31, 2009 and
assuming the underlying mining lease payments. Newmont may earn an additional
10% interest in the Red Canyon project by completing a bankable feasibility
study and funding minimum annual expenditures of U.S.$250,000 until completion
of the feasibility study. A joint venture will be formed upon completion of the
earn-in requirements.

The Red Canyon property is comprised of 237 unpatented lode
mining claims covering approximately 7.7 square miles. The property lies in the
southern portion of the Battle Mountain  Eureka Trend (commonly referred to as
the Cortez Trend).

Several companies have explored the Red Canyon Property
including Meridian Minerals Company, Tenneco Minerals, Great Basin Mining and
Exploration, Hemlo Gold Mines (U.S.) and Kennecott Exploration Company. Past
sampling and drilling has identified three areas of gold mineralization. The
strongest mineralization is in the Ice Zone. One of the most significant drill
intercepts in this zone is 95 feet of 0.120 ounce gold per ton from 20 feet to
115 feet. The highest grade drill sample over a 5 foot interval is 0.320 ounce
gold per ton.

Mineralization is controlled by northwest and
northeast-trending high-angle faults. Alteration is extensive and widespread at
Red Canyon, consisting of silicification, brecciation, decalcification and
argillization. Lower plate carbonate rocks are exposed in the center and east
flank of the property. Elsewhere on the property, Ordovician upper plate
siliciclastic rocks, Tertiary volcanic rocks and Quaternary gravel overlie the
carbonate rocks. Oxidation was observed at the bottom of a 2,500 foot Kennecott
hole, confirming the strength of the hydrothermal system that affected this
area. Anomalous mercury, antimony, arsenic and barium occur in altered
rocks.

The Red Canyon Property is an exploration play for a
sediment-hosted gold deposit in the Battle Mountain-Eureka Trend. At Red Canyon,
the majority of holes drilled in the past were less than 500 feet deep. Numerous
lower-plate carbonate host formations occur at depth and have not been tested by
drilling.

Through reconnaissance mapping the Company has recognized that
significant exposures of upper Devonian chert-carbonate units on the eastern
quarter of the project area were, due to the degree of hydrothermal alteration,
incorrectly mapped as upper plate rocks. These rocks are equivalent to the host
rocks at Cortez Hills.

During the summer of 2005, Newmont completed exploration field
work in preparation for drilling. Initial work consisted of detailed outcrop
mapping, interpretation of previous geophysical surveys, three-dimensional
modeling and a geochemical survey. This work was followed by 11 drill holes
totaling 13,115 feet. No significant gold was reported from the 2005 drilling
although strong silicification and oxidation were encountered in holes on the
east side of the property. Mineralization encountered came from three holes
drilled near Gexa Knob. Newmont has informed Miranda that it is evaluating
conducting additional drilling in 2006.

BPV, CONO, Coal Canyon and Red Hill

On May 27, 2004, the Company entered into two twenty (20) year
lease agreements with Nevada North Resources (U.S.A.), Inc., (Nevada North) a
privately held exploration company, for four properties along the south
extension of the Cortez Trend. The properties include 79 claims at Red Hill, 64
claims in Coal Canyon, 43 claims in the Cortez Mountains (BPV property) and 73
claims in the Horse Creek Valley area (CONO property). On October 15, 2004 the
lease agreement was divided into four separate property leases.

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The terms on the Coal Canyon, BPV and CONO leases each require
advance annual royalty payments starting at U.S.$6,250 in year one and
increasing to U.S.$50,000 by year ten and each year thereafter for a total of
U.S.$706,250 per lease.

The Red Hill lease requires advance annual royalty payments
starting at U.S.$6,250 in year one and increasing to U.S.$60,000 by year eleven
and each year thereafter for the life of the lease until a total of U.S.$906,250
has been paid. The owner retained a 2.5% to 5.0% sliding scale NSR royalty that
is subject to buy-down provisions to 2%. The Red Hill property is subject to an
additional 1% NSR royalty with a privately owned U.S. corporation.

Kenneth Cunningham, a director and officer of the Company holds
a 10% interest in these four properties through a prior association with Nevada
North.

Both the Red Hill and Coal Canyon properties in the northern
Simpson Park Range cover geologic "windows" that expose lower-plate carbonate
rocks favorable for hosting disseminated gold mineralization. Both the CONO and
BPV properties lie in pediment covered areas of Horse Creek Valley. Previous
drilling on the CONO claims has indicated the presence of lower-plate carbonate
rocks in the basement below pediment gravels. The BPV property, one mile west of
CONO is underlain by upper plate siliclastic rocks and chert but lower-plate
carbonates may occur at reasonable depths.

Miranda acquired these properties based on a generative model
that infers a structural trend between the Cortez Joint Venture's Cortez Hills
deposits and the ET Blue project and a continuation of that trend into Horse
Creek Valley-Pine Valley and into the Simpson Park Range. Miranda believes that
the Horse Creek Valley - Pine Valley area (in which all four of these claim
groups lie) may represent a geologic setting similar to Crescent Valley, an area
that hosts several mine complexes.

BPV and CONO

On February 4, 2005 the Company entered into an exploration
agreement with an option to form a joint venture with Agnico-Eagle (USA) Ltd
(Agnico). The Company will grant a 60% interest in its BPV and CONO properties
for U.S.$355,000 in payments and a work commitment of U.S.$1,500,000 expendable
in stages to February 4, 2010, and the assumption of the mining lease payments.
Agnico can earn an additional 10% interest by completing a bankable feasibility
study and funding a minimum work commitments of U.S.$200,000 annually. An
additional 5% interest can be earned by arranging financing of Mirandas capital
requirements for project development. A joint venture will be formed upon
completion of the earn-in period.

Agnico completed a 527 station gravity survey on BPV and CONO
and utilizing this survey they will design a first pass drill program. Agnico
has informed Miranda that they plan to conduct work on both BPV and CONO in
2006. Beginning in the spring of 2006 a 14 kilometer Titan geophysical survey
is planned. The Titan survey is a deep-penetrating geophysical survey that
encompasses Magneto Tellurics, Induced Polarization and Resistivity. Results
from the survey should help define basement depths as well as prominent faults.
Following interpretation of the survey an 8,000 foot drill program is
planned.

Coal Canyon

On April 6, 2005 (amended April 8, 2005) the Company entered
into an exploration agreement with an option to form a joint venture with Golden
Aria Corp. (Golden Aria), a private company. The Company will grant a 60%
interest in its Coal Canyon Property for U.S.$200,000 in payments, receipt of
250,000 common shares of Golden Aria, a work commitment of U.S.1,000,000
expendable in stages to March 25, 2009 and the assumption of the mining lease
payments. Golden Aria can earn an additional 10% interest by completing a
bankable feasibility study. A joint venture will be formed upon completion of
the earn-in period.

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The Coal Canyon property is adjacent to the window- bounding
Grouse Creek fault where previous exploration programs have identified
significantly anomalous drill-indicated mineralization. Favorable host rocks at
Coal Canyon include both the Roberts Mountain and Hanson Creek Formations.

Golden Aria advanced targets on the Coal Canyon project in the
summer of 2005 in anticipation of a drill program in 2006. Activities included
mapping, rock chip sampling, a mercury soil gas survey, and gradient array
resistivity and spontaneous potential geophysical surveys. Resistivity shows a
good correlation with known mineralization along the Grouse Creek fault. An
adjacent large area of anomalous high resistivity coincides with silicified
fault zones. Devonian carbonates recognized in mapping by the Company within the
window are untested. These rocks are equivalent to Devonian carbonate rocks that
host mineralization elsewhere in the Cortez Trend.

Exploration results and historic drill logs have been
incorporated into a 3D model and a first pass drill program of nine to twelve
holes has been designed. Golden Aria is expected to drill test several targets
in 2006 however, the Company has not been informed of firm plans for this
program by Golden Aria to date.

Red Hill

On October 27, 2004 (amended November 17, 2005) the Company
entered into an exploration agreement with an option to form a joint venture
with Placer Dome US Inc (Placer). The Company will grant a 60% interest in its
Red Hill Property for U.S.$540,000, assuming 50% of the underlying lease
payments and a work commitment of U.S.$2,000,000 expendable in stages to October
27, 2010. Placer can earn an additional 10% interest by completing a bankable
feasibility study within five years. A joint venture will be formed upon
completion of the earn-in period. After completion of the feasibility study,
Miranda can request that Placer arrange Mirandas share of project financing, in
which case Placer will earn an additional 5% interest (for a total 75% interest)
in the project, and will recover Mirandas share of this financing from 60% of
Mirandas share of net cash flow from operations on the property.

The Red Hill property shows intensive alteration in limestone
associated with both east-northeast and north-northwest faults. Antimony
prospects on the project are probably indicative of the associated gold system.
Newcrest Resource Inc., the most recent operator on the property, has reported
drilling weakly anomalous gold associated with dikes.

By March 2005, Placer had completed soils, soil-gas, and CSAMT
surveys on the Red Hill property. Placer drilled one hole (PRH0508) in 2005 with
no significant gold intercepts encountered. Trace elements are also low,
although barium is elevated in portions of the hole. The drill hole remained in
upper plate rocks to its final depth of 940 feet. The drill hole was designed to
test a gravel covered horst margin inferred from a CSAMT survey. Placer is
evaluating Miranda's Red Hill project in conjunction with a larger program it is
conducting on its own surrounding claims. Placer has received permitting to
allow additional holes to be drilled on the Red Hill project however; they have
not informed Miranda as to any plans to drill in 2006.

Fuse (East and West)

During the year ended August 31, 2004, the Company staked 193
unpatented lode mining claims covering approximately six square miles in Pine
Valley, Eureka County, Nevada.

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

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

In July 2004 the Company conducted a real-time mercury soil gas
sampling on the Fuse project in order to resolve drill targets. A total of 362
stations were sampled. Preliminary results show low level mercury anomalies.
These anomalies suggest both northeast and northwest trends that can be tested
by drilling.

Fuse East

In October 2005, the Company signed an exploration agreement
with an option to form a joint venture with Placer Dome U.S., Inc. (Placer).
The Company will grant a 60% interest in its Fuse East Property for total
payments of U.S.$278,000, the reimbursement of U.S.$28,576 in claim location and
maintenance fees and a work commitment of U.S.$1,975,000 expendable in stages to
September 2010. An additional 10% interest can be earned by completing a
feasibility study within three years of earning the 60% interest and incurring
work expenditures of U.S.$247,500 annually. An additional 5% can be earned by
arranging financing for Mirandas share of mine development. The joint venture
will be formed upon completion of the earn-in period. The option agreement has a
minimum duration of two years and a minimum expenditure level for each of the
two years.

The Fuse East property consists of 174 claims that lie within
the boundaries of the Cortez Joint Venture (Placer Cortez Inc. 60% - Kennecott
Exploration 40%). No work has been conducted by Placer on the Fuse East claims
and Placer has not yet informed Miranda of its exploration plans for 2006.

Fuse West

In November 2005, the Company signed an exploration agreement
with an option to form a joint venture with Placer on its Fuse West project. The
Company will grant a 60% interest in its Fuse West Property for total payments
of U.S.$27,500, the reimbursement of U.S.$2,375 in claim location and
maintenance fees and a work commitment of U.S.$197,500 expendable in stages to
November 2010. An additional 10% interest can be earned by completing a
feasibility study within three years of earning the 60% interest and incurring
work expenditures of U.S.$22,500 annually. An additional 5% can be earned by
arranging financing for Mirandas share of mine development. The joint venture
will be formed upon completion of the earn-in period. The option agreement has a
minimum duration of two years and a minimum expenditure level for each of the
two years.

The Fuse West property consists of 19 claims that lie within
the boundaries of the Buckhorn joint venture exploration area of interest. The
participants of the Buckhorn joint venture are Placer (operator) and Teck
Cominco America Incorporated. The Fuse West claims are part of a larger,
193-claim block controlled by Miranda.

No work has been conducted by Placer on the Fuse West claims
and Placer has not yet informed Miranda of its exploration plans for 2006.

JDW

The JDW property consists of 62 claims and lies both north and
east of Placers Red Hill Project area. The JDW claims are adjacent to the JD
window that exposes lower plate carbonate rocks that are favorable hosts for
Carlin-type deposits.

The JDW claims were staked by the Company in alluvial cover
over gravity survey highs suggesting shallow gravel cover. The projects
proximity to the J-D window makes it possible that bedrock is lower plate
carbonates.

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Interpretation of the gravity data also confirms numerous
intersecting structural domains with at least west-northwest and northwest
trends.

JDW was staked at the same time as FUSE claims using the same
criteria. Miranda completed a preliminary mercury soil gas survey of 217
stations on the JDW claims and has delineated several anomalous zones that can
be correlated with projected structures inferred from gravity. In general
mercury anomalies on JDW occur within a broad WNW structural trend that extends
across Horse Creek Valley and is interpreted by the Company to represent an
extension of a structural element of the WNW Cortez Trend.

The Company is seeking a partner to continue exploration on the
JDW project.

ETTU Property

The Company originally staked 28 claims in Kobeh Valley, on the
south end of the Eureka - Battle Mountain (Cortez) Gold Trend. In December,
2004, the Company staked an additional 46 contiguous claims, bringing the total
claims on the ETTU project to 74 claims.

Miranda targeted the ETTU area based on structural
interpretations of gravity data. The ETTU property covers a portion of the Kobeh
Valley pediment on the projected intersection of two mineral trends. Data
suggests that a prominent northwest structure extends south from the Afghan
resource to intersect the east-southeast projection of the Gold Bar structure
beneath shallow gravel on the ETTU property. Upper Devonian carbonate rocks to
the north are expected to occur under pediment gravel on ETTU.

The Company has conducted no exploration on the ETTU claims.
Airborne resistivity and magnetic surveys were acquired for the property and are
being evaluated to advance drill targets.

The Company is seeking a partner to continue exploration on the
ETTU project.

Horse Mountain

On November 23, 2004 the Company entered into a 20-year mining
lease on the Horse Mountain property in the Shoshone Range in Lander County,
Nevada. The Horse Mountain property is subject to a 3.5% NSR royalty.
Consideration for the mining lease is payable in stages over 20 years of
U.S.$1,638,560 and the issuance of 25,000 common share purchase warrants. As of
August 31, 2005 the Company has paid U.S.$30,000 and issued 25,0000 share
purchase warrants at a fair value of $12,300. The share purchase warrants allow
the lessor the right to purchase common shares of Miranda Gold Corp. at $0.70
for a period of two years from the date of issue. Advance royalty payments will
be due on the first and second anniversaries in the amount of U.S.$30,000 each
year.

On September 2, 2005 the Company entered into an exploration
agreement with an option to form a joint venture with Barrick Gold Exploration
Inc. (Barrick). The Company will grant a 60% interest in its Horse Mountain
Property for U.S.$110,000 and a work commitment of U.S.$2,000,000 expendable in
stages to December 31, 2009, of which U.S.$300,000 is obligated to be spent
prior to December 31, 2006. Barrick can earn an additional 10% interest by
incurring minimum annual expenditures of no less than U.S.$1 million per year,
with an additional 1% earned for each U.S.$600,000 expended up to 2015 (70%
interest earned for a total of U.S.$8,000,000 spent). Barrick can earn an
additional 5% by arranging or providing post-feasbility financing for Mirandas
share of development of the project. A joint venture will be formed upon
completion of the earn-in period.

The Horse Mountain property comprises 139 claims covering
approximately 4.5 square miles

Drilling on the Horse Mountain project in the late 1990s by
Pathfinder Exploration and High Desert Minerals reportedly intersected
lower-plate carbonates rocks inferred as altered Silurian Roberts Mountain
Formation

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and Ordovician Hanson Creek Formation below the Roberts
Mountain Thrust (RMT). These are prolific host rocks found elsewhere on the
Cortez Trend. One of the drill holes (MC9608) intersected 30 feet of 0.025 ounce
gold per ton including one 5 foot sample interval of 0.044 ounce gold per ton
near the bottom of the hole. The RMT, which separates upper-plate stratigraphy
from lower-plate carbonate rocks, was intersected at 840 feet and shows strong
alteration and oxidization through the entire lower-plate drill interval.
Elevated trace elements and the style of alteration, including moderate to
intense silicification, clay alteration, decalcification and hematite suggest
the presence of a Carlin-type system. Four other holes in the area have reached
the lower-plate on the property. Moderate to intense alteration in the
lower-plate is notable over significant thicknesses in all the holes reaching
the RMT and anomalous gold is noted in two other holes. Oxidation is strongly
developed locally to depths of at least 1,700 feet below surface.

During the summer of 2005 Barrick began exploration field work
on the property consisting of a geophysical survey and mapping. Mapping was
conducted by a Miranda geologist at Barricks request. Geophysical information
was used in conjunction with existing geological, geochemical, and drilling data
to help define favorable structural trends.

By mid-November 2005 Barrick had completed one core hole to
1640 feet. This hole was designed to test the depth extent of alteration and
mineralization encountered in drill hole MC9608. Assays from the core hole
indicate that gold mineralization begins near the RMT (approximately at 940
feet). Mineralization is hosted in strongly decalcified, oxidized, clay altered,
and brecciated carbonate rocks interpreted to be Roberts Mountain Formation.
Barrick has reported a mineralized interval of 0.023 ounce gold per ton in drill
hole HM-1 from 926.2 feet to 1024.4 feet (98.2 feet) at a grade of 0.023 ounce
gold per ton.

Several thin (5 to 20 foot thick) intervals of low grade
mineralization were encountered deeper in the hole within silty limestone of the
Roberts Mountain Formation. The last 46 feet of the hole consisted of fractured
and weakly oxidized dolomite interpreted to be Hanson Creek Formation.

Barrick later drilled a reverse circulation hole in late
November 2005 to a depth of 1,485 feet at which time the drilling was terminated
due to weather-related issues. Barrick has capped this hole with the intention
to deepen it with core in 2006. No significant gold was detected in this
hole.

Barrick has informed Miranda that they intend to conduct a
second round of drilling. Barricks 2006 drill campaign will attempt to locate
feeder fault zones that may have acted as conduits for the emplacement of the
mineralization drilled in hole HM-1.

DAME Property

In February 2005, the Company staked 301 claims (9.7 square
miles) in Kobeh Valley on the south end of the Battle Mountain-Eureka Trend as a
result of evaluating geophysical data (specifically, filtered gravity), mercury
gas data, and other exploration data-sets. The results of studies by the Company
and the recent competitor activities in the Kobeh Valley prompted Miranda's
claim staking.

The DAME claim group extends approximately 7 miles (11.7
kilometers) to the southeast off the north flank of Lone Mountain.

The Company infers that any large Carlin-type gold system
beneath Kobeh Valley would likely produce a NW-SE trending, district-scale array
of en echelon deposits associated with WNW, NNW and NE-trending fault blocks.
Miranda's DAME claims are located on such fault intersections and basement highs
as suggested by filtered gravity data.

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The Company has not conducted any exploration on the DAME
property. The Company is seeking a partner to conduct exploration on the DAME
project.

Iron Point

In February 2005, the Company staked 156 "AB OVO" claims in the
Iron Point District in Humboldt County, Nevada. In addition, on June 3, 2005 the
Company entered into a 20 year mining lease and option to purchase of 28 MIP
claims from a private party with a sliding production royalty between 2.5% to
3.5% depending on the price of gold, for cash consideration, payable in stages
over 20 years, totaling U.S.$462,000. The claims can be purchased during the
first ten years of the lease outright for cash consideration for between
U.S.$1,000,000 to U.S.$2,000,000 depending on the price of gold. As of August
31, 2005 the Company has paid U.S.$7,000. During September and October 2005 the
Company staked an additional 36 JTK claims and 34 IP claims to expand the
Iron Point project area. The Company now controls 254 claims that cover 8.2
square miles.

The Iron Point District is located on the north end of the
Battle Mountain-Eureka Trend at its intersection with the northeast Getchell
Trend.

Historic drilling in the Iron Point district by Santa Fe
Mining, Newcrest Resources and Euro Nevada encountered local, thin intercepts
evidencing gold mineralization and thicker anomalous gold intercepts. These
drill intercepts, associated with a large alteration cell and coincident with
trace element anomalies, may be indicative of a large Carlin-style system.

The Iron Point district includes rocks of the Comus and Preble
Formations, which are significant host rocks in the Getchell Trend. Braided
strands of the Getchell fault system are inferred to project south through the
Iron Springs District. Notable alteration at Iron Point includes broad zones of
jasperoid in limestone units and clay altered pyritic dikes and sills. USGS
mapping suggests a distinctive and repeated pattern of west-northwest and
north-northwest inflections and intersections of multi-phase dike-filled fault
zones that suggest local dilational pull-apart fault blocks. These fault
intersections and the edges of intrusive stocks appear to be the favored locus
for alteration and metals within the Iron Point District. Complex folds and
thrusts in the district also are considered favorable for channeling and sealing
hydrothermal fluids and for structural preparation respectively. Some of these
folds may be fault-propagated within the hanging wall of reactivated
reverse-fault zones and thus be spatially associated with underlying potential
feeder zones.

Miranda proposes that the Iron Point alteration and gold
anomalies occur within a broad intrusive axis and an interrelated fault and fold
system extending west-northwest from the Lone Tree Mine. The Company infers that
other significant gold deposits could occur along this trend, especially where
northeast Getchell Trend structures are intersected.

Miranda has acquired an extensive historic dataset for the Iron
Point district and is in the process of designing a first pass drill program,
prior to seeking a partner to fund exploration.

Angel Wing

On October 27, 2005 the Company entered into a 20 year mining
lease for 30 unpatented lode mining claims from a private party with a sliding
production royalty between 2% to 4% depending on the price of gold, for cash
consideration, payable in stages over 20 years, totaling U.S.$1,470,000. As of
August 31, 2005 the Company has paid U.S.$35,000. In September 2005, Miranda
staked an additional 60 claims on northern projections of the veins system at
Angel Wing.

The Angel Wing property located in northern Elko County, Nevada
contains high-grade, gold-bearing, epithermal veins.

18

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The geologic setting at Angel Wing comprises epithermal veins
hosted primarily within basement sedimentary rocks beneath a volcanic sequence.
The veins are exposed within a window eroded through a large volcanic-hosted
alteration cell. The poorly exposed veins are up to 10 feet wide and trend
northerly through silicified carbonate rocks and project beneath zones of
overlying bleached and opalized rhyolite flows. These veins exposed at the
surface or intersected in drilling can be traced for up to 2 1⁄2 miles.

The quartz-calcite veins are characterized by platy and banded
textures and locally contain visible gold. Surface samples of vein material
evidencing gold mineralization occur commonly within Tertiary tuffs and basalt.
The latter mineralization is associated with silicification, adularia and clay.
Gold is associated with high selenium values. The epithermal veins on Angel Wing
occur within sedimentary basement below an altered volcanic sequence.

Miranda continues to take additional rock chip samples prior to
seeking a partner to fund exploration.

PPM

In September 2005 Miranda acquired the PPM project by locating
44 claims designated "PPM" in Humboldt County, Nevada on the north end of the
Battle Mountain-Eureka Trend.

The PPM project lies on the west flank of the Hot Springs
Range. Miranda proposes that the PPM project provides a geologic setting
analogous to that of the major deposits of the Getchell Trend.

Miranda has identified a pediment-covered gold exploration
target on extensions of northeast-trending structures from a sediment-hosted
mercury district. The claims were located over an area where those structures
intersect gold in sagebrush geochemical anomalies proximal to the margin of a
buried intrusion. The presence of the intrusion is inferred from airborne
magnetics. The mercury occurrences adjacent to PPM may reflect zonation from a
primary gold system offset laterally and vertically under pediment.

Miranda believes that important geologic features linked to
mineralization in the Getchell Trend include regional northeast-trending faults,
igneous stocks intruded into basement fault step-over zones, and a proximity to
geologic terrain boundaries. By way of comparison, the PPM project lies
approximately 1/2 mile southwest of the Poverty Peak sediment-hosted mercury
district, whose occurrences and historic workings are bounded by two strong
northeast lineaments that traverse the Hot Spring Range. These northeast
lineaments are parallel to a major geologic terrain boundary located
approximately one mile to the south between Permian Golconda allochthon rocks on
the north and Devonian Harmony Formation on the south.

This primary northeast-trending fabric continues southwest into
the margin of the buried intrusion. In detail the margins of the inferred
intrusion at PPM are similar to the fault-bounded shape of the Osgood Mountain
stock in the Getchell Trend. Miranda hypothesizes that both stocks may intrude
step-over zones to northeast-trending basement faults and provides dilational
zones around their margins of the intrusion for potential sites of gold
mineralization.

Sediment-hosted mercury occurrences are frequently in close
spatial association with sediment-hosted gold systems and were documented
previous to modern gold discoveries in the Carlin, Cortez and Getchell Trends.
Mercury mineralization in the Poverty Peak district adjacent to the PPM property
is hosted in Permian calcareous sandstone, calcareous shale, phyllite and
siltstone within the Golconda allochthon. Locally, samples evidencing gold
mineralization can be obtained from the mercury workings and dumps. The
alteration associated with the mercury mineralization includes decalcification
and iron staining. Barite veinlets and jasperoids occur near the range
front.

19

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The PPM claims cover the north end of an inferred buried
intrusion and the gold-in-sagebrush anomaly that is located between the
intrusion and the range-front-hosted mercury district. The geophysical magnetic
and geochemical sagebrush surveys generating the anomalies were conducted by
Western Epithermal Account, a private company.

The Company has not conducted any exploration on the PPM
property. The Company is seeking a partner to conduct exploration on the PPM
project.

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

ITEM
5               
OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.                         Operating
Results

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

The Companys projects are at the exploration stage and have
not yet generated any revenue. The Company has no steady source of revenue other
than interest income. The activities of the Company can be seen as steadily
increasing during the past two years while the resource sector in general has
experienced tremendous growth.

The Company incurred a net loss of $1,937,922 for the year
ending August 31, 2005 compared to a net loss of $2,048,055 for the year ending
August 31, 2004 and $477,887 for the year ended August 31, 2003.

General expenses increased to $2,017,471 for the year ending
August 31, 2005 from $1,628,819 for the year ending August 31, 2004 and $479,953
for the year ending August 31, 2005. Included in each periods expenses are
costs relating to amortization and stock based compensation. Excluding these
non-cash costs the comparative expenses for each year are $1,095,074, $816,142
and $424,026 respectively. On a cash basis the expenses increased by $278,932 or
34% from 2004 to 2005 and $392,116 or 92% from 2003 to 2004.

Consulting fees of $163,423 in the current fiscal year
increased by $79,800 over the year ending August 31, 2004 accounting for 29% of
the overall increase. With the increase in the Companys exploration activities
the Company engaged the services of several geologists on a contract basis
during the year to supplement the services of the Companys full time geological
staff.

Investor relations activity for the year ending August 31, 2005
was $118,940 compared to $159,011 for the year ending August 31, 2004; a
decrease of $40,071. In a related category, travel and business promotion for
the year ending August 31, 2005 was $122,086 compared to $141,312 for the year
ending August 31, 2004, a decrease of $19,226. This category is mainly comprised
of attendance at international gold shows.

Office rent, telephone, secretarial and sundry was $190,971 for
the year ending August 31, 2005 compared to $169,381 for the year ending August
31, 2004. These administrative costs have increased by $21,590 over the previous
year. The Company incurred greater costs in office space and support staff to
support its increased activity during this past year with the acquisition of
several additional mineral properties.

Professional fees increased from $31,625 in the year ended
August 31, 2004 to $77,644 in the year ended August 31, 2005; an increase of
$46,019. The fees are primarily the costs of legal professionals to prepare
acquisition and joint venture agreements. The Company completed several
agreements and acquired several additional properties in the year ended August
31, 2005.

20

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Wages and benefits for the year ending August 31, 2005 was
$171,833 compared to $99,018 for the year ending August 31, 2004; an increase of
$72,815 and 26% of the total increase overall. Prior to February 2004 the Vice
President of Exploration was retained as a consultant and is now a full-time
employee. In total, the Company now employs a full time President, a full time
Vice President of Exploration and one other full time geologist.

In accordance with the Companys accounting policy for mineral
properties, the Company expensed mineral property examination costs that did not
result in the acquisition of a mineral property in the amount of $126,044 in the
year ended August 31, 2005 compared to $15,713 in the year ended August 31,
2004. The Company deferred mineral property and exploration costs in the year
ended August 31, 2005 in the amount of $526,511 compared to $411,129 in the year
ended August 31, 2004. Exploration activities have been steadily increasing as
the Company continues to acquire additional mineral properties.

B.                         Liquidity
and Capital Resources

The Companys primary source of funds since incorporation has
been through the issue of its common stock and the exercise of common stock
options and common stock share purchase warrants. The Company has no revenue
from mining to date and does not anticipate revenues from mining in the
foreseeable future. The operations of the Company consist of the exploration and
evaluation of mining properties and as such the Companys financial success will
be dependent on the extent to which it can discover new mineral deposits. The
Company anticipates seeking additional equity investment from time to time to
fund its activities that cannot be funded through other means. The Company could
also consider joint venturing or selling some portion of its properties to cover
its obligations.

The Companys cash position at August 31, 2005 was $3,102,849
compared to $1,611,118 at August 31, 2004.

As at August 31, 2005, the Company had working capital of
$3,130,854 compared to working capital of $1,610,194 as of August 31, 2004. The
Company has no long term liabilities and has sufficient cash to meet its
obligations as they become due.

During the year ended August 31, 2005, the Company closed a
private placement of 2,900,000 units at a price of $0.70 per unit for gross
proceeds of $2,030,000. Each unit consists of one common share and one share
purchase warrant entitling the holder to purchase an additional common share at
$0.90 to February 10, 2007.

During the year ended August 31, 2005 there were 3,535,500
warrants exercised for total proceeds of $1,003,450 and 164,000 stock options
exercised for cash proceeds of $39,660 and a non cash fair value of stock
options of $71,674. Subsequent to August 31, 2005 and up to February 15, 2006 a
total of 2,293,250 warrants were exercised for proceeds totaling $970,665 and
1,443,500 options were exercised for proceeds totaling $665,157.

On October 5, 2005, the Company closed a private placement of
2,000,000 units at a price of $0.90 per unit for gross proceeds of $1,800,000.
Each unit consisted of one common share and one-half of one common share
purchase warrant, with one whole warrant exercisable to purchase one additional
common share at $1.15 per share up to October 4, 2007. $48,060 was paid and
60,000 units were issued as finders fees pursuant to the non-brokered private
placement.

During the year ended August 31, 2004, the Company closed a
private placement of 3,000,000 units at $0.15 for gross proceeds of $450,000.
Each unit consisted of one common share and one share purchase warrant entitling
the holder to purchase an additional common share at $0.20 to November 6, 2005.
In addition, the Company issued 79,875 units at a fair value of $0.15 per unit
as commission relating to the private placement.

21

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During the year ended August 31, 2004, the Company closed a
private placement of 1,250,000 units at $0.17 per unit for gross proceeds of
$212,500. Each unit consisted of one common share and one share purchase warrant
entitling the holder to purchase an additional common share at $0.23 to December
7, 2005.

During the year ended August 31, 2004, the Company closed a
private placement of 400,000 units at $0.30 per unit for gross proceeds of
$120,000. Each unit consisted of one common share and one share purchase warrant
entitling the holder to purchase an additional common share at $0.40 to December
11, 2005.

During the year ended August 31, 2004 there were 6,683,625
warrants exercised for total proceeds of $1,469,610 and 455,000 stock options
exercised for cash proceeds of $76,100 and a non cash fair value of stock
options of $29,103.

C.                         Research
and Development, Patents and Licenses

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

D.                        
Trend Information

Trends that are considered by the Company to be reasonably
likely to have a material effect on the Companys results of operations are
discussed above under Results of Operations in Item 5.A and Liquidity and
Capital Resources in Item 5.B. Further, the Company considers that its ability
to raise additional funding in order to complete its 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 natural
resource exploration company, the interest in the Companys stock, and its
ability to raise financing and conduct work programs, has been cyclical as it is
related to metals prices that, traditionally, have been cyclical in nature. If
the global demand for gold decreases and gold prices decrease, it could
adversely impair the Companys ability to raise financing and advance the
exploration of its mineral properties.

E.                         Off-Balance
Sheet Arrangements

The Company does not have any off-balance sheet
arrangements.

F.                         Tabular
Disclosure of Contractual Obligations

The following table outlines the current contractual
obligations of the Company as at August 31, 2005:

**Payments due by
      period**Contractual Obligations
    Total
    Less than 1 year
    1-3 years
    3-5 years
    **More than 5**
      yearsLong-term Debt Obligations
    $                       
      -
    $                       
      -
    $                       
      -
    $                       
      -
    $                       
      -Capital Lease Obligations
    $                       
      -
    $                       
      -
    $                       
      -
    $                       
      -
    $                       
      -Operating Lease Obligations
    $                       
      -
    $                       
      -
    $                       
      -
    $                       
      -
    $                       
      -Purchase Obligations
    $                       
      -
    $                       
      -
    $                       
      -
    $                       
      -
    $                       
      -


22

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Payments due by periodContractual
      Obligations
    Total
    Less than 1 year
    1-3 years
    3-5 years
    More than 5 yearsOther Long-term Liabilities
    $                       
      -
    $                       
      -
    $                       
      -
    $                       
      -
    -


G.                           Safe
Harbor

Certain statements contained in the foregoing Results of
Operations and elsewhere in this 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 the Company 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.

Risk factors that could affect the Company's 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, 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 February 15, 2006, the names of
the directors and senior management of the Company. Each of the directors has
served in his or her respective capacity since his or her election and/or
appointment and will serve until the next annual general meeting of
shareholders.

Name
    Title
    Date First Elected/AppointedDennis L. Higgs 1
    Director, Chairman and until February
      1, 2006 Chief Financial Officer
    May 4, 1993


23

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Kenneth Cunningham
    Director, President and CEO
    November 7, 2003 President of Miranda
      U.S.A. Inc. and on February 9, 2004 as President and Chief Executive
      Officer of Miranda Gold Corp.Steve Ristorcelli 1
    Director
    (Director) February 20, 1995 (Corp.
      Secretary) July 29, 2003Aileen Lloyd
    Director, Corporate Secretary
    May 4, 1993James Cragg 1
    Director
    December 13, 2004Doris Meyer
    Chief Financial Officer
    February 1, 2006Joe Hebert
    Vice President Exploration
    December 8, 2003


1Member of the Audit Committee

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

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

Dennis L. Higgs

Dennis Higgs, B. Com is a director and the Chairman and until
February 1, 2006 he was the Chief Financial Officer of the Company. Mr. Higgs
has been employed by the Company since 1993. Mr. Higgs is involved in the
Companys day to day operations as well as the raising of capital to fund the
operations of the Company. He is also President of Senate Capital Group Inc., a
private venture capital and resource management company. He is also a director
of Uranerz Energy Corporation.

Kenneth Cunningham

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

24

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Steven Ristorcelli

Steve Ristorcelli is a director of the Company and has served
in this capacity since 1995. Mr. Ristorcelli brings 28 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 15 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. He is also a director of Esperanza Silver Corp. Mr.
Ristorcelli is an independent director.

Aileen M. Lloyd

Aileen Lloyd is a director and Corporate Secretary of the
Company and has served in this capacity since 1993. Ms. Lloyd is involved in the
day to day operations of the Company. Ms. Lloyd is an executive assistant at
Senate Capital Group Inc., a private venture capital and resource management
company involved in the administration of publicly traded companies. She is also
a director of Uranerz Energy Corporation.

James Cragg

James F. Cragg is a director of the Company and has served in
this capacity since December, 2004. Mr. Cragg is a business and marketing
consultant proficient in financial analysis, negotiations, forecasting, deal
making and investment banking. 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.

Joseph Hebert

Joe Hebert, B.S. Geo., is Vice President Exploration of Miranda
U.S.A., Inc., the Companys wholly-owned U.S. subsidiary. Mr. Hebert brings
twenty-two years of experience from diversified mineral exploration and mining
geology through to senior geologist and exploration management. Fifteen of these
years have been focused in Nevada. Most recently, Mr. Hebert has been senior
exploration geologist for the Cortez Joint Venture (Placer Dome and Kennecott
Minerals) located on the Battle Mountain Trend in North Central Nevada. He was a
member of the exploration team who discovered the 7.5 million ounce Cortez Hills
deposit and he directed all generative and acquisition efforts within the Cortez
Joint Venture area of interest. Mr. Hebert is credited with team participation
in multiple gold discoveries in Nevada and Utah over the course of his
career.

Doris Meyer

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

B.                             Compensation

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

25

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Summary Compensation TableNamed Executive
      Officer Name and Principal Position
    Year
    Annual
      Compensation
    Long Term
      Compensation
    All Other
      All Other Compensation ($)Salary
      ($)
    Bonus
      ($)
    Other Annual
      Compensation (1) ($)
    Securities
      Under Options /SARs granted
      (#)
    Restricted
      Shares or Restricted Share Units
      ($)
    LTIP
      Payouts ($)Kenneth D. CunninghamPresident/CEO
    2005 2004
    $114,380 (1)$73,959
    Nil Nil
    Nil Nil
    500,000 500,000
    250,000 Nil
    Nil Nil
    Nil NilDennis L. Higgs (3)Chairman
    2005 2004 2003
    Nil Nil Nil
    Nil Nil Nil
    Note 2 Note 2 Note 2
    500,000 525,000 350,000
    250,000 Nil Nil
    Nil Nil Nil
    Nil Nil NilJoe Hebert, Vice President Exploration
    2005 2004
    $98,600 $45,834
    Nil Nil
    Nil -
    400,000 325,000
    100,000 Nil
    Nil Nil
    Nil Nil


| | (1) | Kenneth D. Cunningham was paid his salary at the rate of
      U.S.$95,000 per year.                                                                                                                                                                                                                                                                                                                                                          
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (2) | Perquisites and other personal benefits do not exceed the
      lesser of $50,000 and 10% of the total of the annual salary and bonus for
      any of the named executive officers.                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (3) | The Company paid Ubex Capital Inc. the sum of $2,500 per
      month since May 1993 to June 2001, the sum of $3,000 per month since July
      2001 to July 2002, $5,000 per month from August 2002 to January 31, 2005,
      $7,300 per month from February 1, 2005 to January 31, 2006 and effective
      February 1, 2006 $5,000 per month for management services to the Company.
      Ubex Capital Inc. is 100% owned by Dennis Higgs.

Kenneth Cunningham, President and CEO of the Company is
employed pursuant to an indefinite term employment agreement dated September 1,
2005. In the event of a defined change of control the Company shall provide
Cunningham with a payment equal to two (2) times his annual salary in effect at
the time.

The Company retains Ubex Capital Inc. (Ubex) to provide
management services under a Management Services Agreement dated May 4, 1993
modified on February 1, 2006. Under the agreement, Ubex receives the sum of
$5,000 per month consulting fees for twelve months; alternatively, Ubex may
elect to receive a lump sum payment of $60,000. At the end of twelve months, the
Company will pay a consulting fee of $2,500 for a second twelve month period and
thereafter by mutual consent on a month to month basis. In addition Ubex will
have the responsibility and authority to sell the Companys shares of stock in
Gulf Coast Oil and Gas on a 10% commission basis. Ubex is wholly owned by Dennis
L. Higgs, the Chairman and a director of the Company. During the year ended
August 31, 2005 the Company paid $76,100 (2004 - $60,000; 2003 - $60,000) to
Ubex Capital Inc. for management fees.

The Company has a Services Agreement with Senate Capital Group
Inc. to provide office space and administrative services at a monthly rate of
$10,700 plus applicable taxes and subject to adjustment for estimated costs and
out-

26

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of-pocket expenses. The agreement may be terminated on 30 days
notice by either party. During the year ended August 31, 2005, the Company paid
Senate Capital Group Inc., a company wholly owned by Dennis Higgs, the Chairman
of the Company, $84,374 (2004 - $128,321; 2003 - $106,283) for rent, telephone,
secretarial, website, internet and office services.

C.                             Board
Practices

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

The Companys Board of Directors has an Audit Committee and a
Compensation Committee. The members of the Audit Committee do not have any fixed
terms for holding their positions, are appointed and replaced from time to time
by resolution of the Board of Directors and do not receive any separate
remuneration for acting as members of the committee. The Audit Committee is
comprised of Dennis Higgs, Steven Ristorcelli and James Cragg. The audit
committees primary function is to review the financial statements of the
Company before they are submitted to the board for approval. The audit committee
is also available to assist the board if required with matters relating to the
appointment of the Companys auditor and the overall scope and results of the
audit, internal financial controls, and financial information for publication
for various purposes.

The members of the newly formed Compensation Committee are the
two independent directors Steven Ristorcelli and James Cragg. Compensation
recommendations are made by the Compensation Committee and reached primarily by
comparison of the remuneration paid by the Company with publicly available
information on remuneration paid by other reporting issuers that the Committee
feels are similarly placed within the same business of the Company. The
recommendations of the Compensation Committee are then presented to the Board
for approval.

D.                             Employees

As of February 15, 2006, there are five directors of the
Company. Two senior officers and one employee are employed on a full time basis.
One of the directors, Kenneth Cunningham is a geologist and is President and
Chief Executive Officer of both the Company and of Miranda U.S.A., Inc., on a
full time basis. One director, Dennis Higgs is Chairman, and has a management
contract with the Company through his wholly owned private company, Ubex Capital
Inc. One director, Aileen Lloyd is Corporate Secretary of Miranda and is an
employee of Senate Capital Group Inc. a company under contract to the Company to
perform administrative services for Miranda. Joe Hebert is Vice President
Exploration and is employed on a full time basis. Doris Meyer is Chief Financial
Officer of the Company on a part-time basis pursuant to a contract between
Miranda and her 100% owned company, Golden Oak Corporate Services Ltd. The
Company also employs the services of Brian Cellura, a consulting geologist on a
full time basis.

E.                             Share
Ownership

The following table sets forth, as of February 15, 2006, the
number of the Companys common shares beneficially owned by the directors and
members of senior management of the Company, individually, and as a group, and
the percentage of ownership of the outstanding common shares represented by such
shares.

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

27

---

Directors and Senior Management Share
Ownership

Name of Beneficial Owner
    Title of Class
    Number of Securities of Class
    Percent of Class *Dennis L. Higgs
    Common
    596,900 (1)
    1.81%Kenneth Cunningham
    Common
    270,000 (2)
    0.82%Aileen Lloyd
    Common
    152,000 (3)
    0.46%Steve Ristorcelli
    Common
    159,600 (4)
    0.48%Joseph Hebert
    Common
    53,000 (5)
    0.16%


| | * | Based on 32,994,010 common shares outstanding                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                  
| | 1 | 355,100 common shares are held indirectly through
      private companies 100% owned by Dennis Higgs;            
| |   |                                                                                                                  
| | 2 | 270,000 common shares are held directly;                                                                         
| |   |                                                                                                                  
| | 3 | 600 common shares are held through Chesa Management Co.
      Ltd., a private company 100% owned by Aileen Lloyd;
|
| |   |                                                                                                                  
| | 4 | 159,600 common shares are held directly.                                                                         
| |   |                                                                                                                  
| | 5 | 53,000 common shares are held directly.                                                                          

Directors and senior management also control:

302,000 outstanding share purchase warrants exercisable at
$0.90 to February 10, 2007;

90,000 outstanding share purchase warrants exercisable at $1.15
to October 4, 2007

As of February 15, 2006, the directors and officers held as a
group, directly or indirectly, an aggregate of 1,233,500 common shares and
392,000 share purchase warrants.

Options to Purchase Securities

Stock Options to purchase our securities are granted to our
directors, officers and employees on terms and conditions acceptable to the
regulatory authorities in Canada, notably the TSX Venture Exchange (the
"Exchange"). At our annual general meeting held on February 7, 2005, our
shareholders approved the adoption of a stock option plan that reserved for
issuance up to a maximum of 5,241,952 shares, representing 20% of the 23,309,760
issued and outstanding shares of the Company at that time.

Under our stock option plan, (a) stock options in favor of any
one individual may not exceed 5% of the issued and outstanding shares of common
stock, (b) no stock option is transferable by the optionee other than by will or
the laws of descent and distribution, (c) a stock option is exercisable during
the lifetime of the optionee only by such optionee, (d) the maximum term of each
stock option is five years, with the vesting period determined

28

---

at the discretion of the Board of Directors and (e) the minimum
exercise price for a stock option is the last closing price of our common shares
on the Exchange immediately preceding the granting of the option.

The names and titles of the Directors and Executive Officers of
the Company to whom outstanding stock options have been granted and the number
of common shares subject to such options are set forth in the following table as
of February 15, 2006 as well as the number of options granted to Directors and
all employees as a group. The exercise price of the options is stated in
Canadian Dollars.

Stock Options Outstanding

Name
    Title
    Number of Shares of Common
      Stock
    Exercise Price
    Expiration DateDennis Higgs
    Chairman
    525,000 500,000
    $0.53 $0.71
    February 9, 2009 February 17,
      2010Kenneth Cunningham
    Sr. Officer/Director
    250,000 250,000 500,000
    $0.23 $0.53 $0.71
    November 7, 2008 February 9, 2009
      February 17, 2010Aileen Lloyd
    Director, Corporate Secretary
    300,000 250,000
    $0.53 $0.71
    February 9, 2009 February 17,
      2010Steve Ristorcelli
    Director
    80,000 55,000 140,000
      150,000
    $0.20 $0.27 $0.53 $0.71
    September 16, 2007 June 18, 2008
      February 9, 2009 February 17, 2010Joe Hebert
    Sr. Officer
    175,000 400,000
    $0.53 $0.71
    February 9, 2009 February 17,
      2010Doris Meyer
    Sr. Officer
    125,000
    $2.07
    February 1, 2011


Total Officers/Directors (5 persons) 3,575,000

Total Officers/Directors/Employees 4,130,000

**ITEM
7****MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS**

A.                           Major
Shareholders

To the knowledge of the directors and senior officers of the
Company, there is no shareholder of the Company owns directly or indirectly, or
exercises control or direction over, shares carrying more than 5% of the
Companys common shares.

All holders of the Companys common shares have equal voting
rights.

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

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

29

---

The Companys registered shareholder list for the Companys
common stock, dated February 15, 2006 showed 52 registered shareholders and
35,231,510 shares outstanding of which 35 of these registered shareholders were
US residents including one that is a depository for US residents, which own
6,084,393 shares representing 17.27% of the issued and outstanding shares of the
Company.

B.                            Related
Party Transactions

The Company was involved in the following related party
transactions during the 2005 fiscal year:

During the year ended August 31, 2005, the Company paid $84,374
(2004 - $128,321; 2003 - $106,283) to Senate Capital Group Inc. for rent,
telephone, secretarial and office services. Senate Capital is wholly owned by
Dennis Higgs, Chairman and a director of the Company.

During the year ended August 31, 2005, the Company paid $76,100
(2004 - $60,000; 2003 - $60,000) to Ubex Capital Inc. for management services
under a Management Services Agreement dated May 4, 1993. Ubex is wholly owned by
Dennis L. Higgs, the Chairman and a director of the Company.

Mr. Kenneth Cunningham, a director, President and CEO of
Miranda Gold Corp., has a 10% equity interest in four properties located in the
Cortez Trend and leased from Nevada North through his relationship as past
vice-president of Nevada North. The properties are the BPV & CONO
properties, the Coal Canyon Property and the Red Hill property.

During the year ended August 31, 2005 the Company paid $262,038
(2004 - $Nil; 2003 - $Nil) to directors and officers for wages or consulting
services.

During the year ended August 31, 2005 the Company incurred $Nil
(2004 - $Nil; 2003 - $61,729) in corporate finance services with an officer of
the Company.

Other than as disclosed above, there have been no transactions
during the 2005 fiscal year which have materially affected or will materially
affect the Company in which any director, executive officer, or beneficial
holder of more than 5% of the outstanding common stock, or any of their
respective relatives, spouses, associates or affiliates has had or will have any
direct or material indirect interest. Management believes the transactions
referenced above were on terms at least as favorable to the Company as the
Company could have obtained from unaffiliated parties.

C.                            Interests
of Experts and Counsel

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

ITEM
8                  
FINANCIAL INFORMATION

A.                           
Consolidated Statements and Other Financial Information

Financial Statements

The financial statements required as part of this Annual Report
are filed under Item 17 of this Annual Report.

Legal and Arbitration Proceedings

The Company is not involved in any legal or arbitration
proceedings.

30

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Dividends

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

B.                           
Significant Changes

No significant changes have occurred since the date of the
Companys most recent audited financial statements, August 31, 2005 other than
the following as reported in Note 9 to the financial statements:

|(a) | On September 2, 2005, the Company entered into an
      exploration agreement with an option to form a joint venture. The Company
      will grant a 60% interest in its Horse Mountain Property for US$110,000
      and a work commitment of US$2 million payable in stages to December 31,
      2009. An additional 10% interest can be earned by incurring minimum annual
      expenditures of no less than $1 million per year, with an additional 1%
      earned for each $600,000 expended up to 2015 (70% interest earned for a
      total of $8,000,000 spent). An additional 5% can be earned by arranging or
      providing post-feasibility financing for Mirandas share of development of
      the project. The joint venture will be formed upon completion of the
      earn-in period                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(b) | In September and November, 2005, the Company entered into
      two exploration agreements with an option to form a joint venture on its
      Fuse property. The Company will grant a 60% interest in its Fuse Property
      (Note 5(l)) for total payments of US$278,000 and the reimbursement of
      US$28,576 in claim location and maintenance fees, and a work commitment of
      US$1,975,000 payable in stages to September, 2010. An additional 10%
      interest can be earned by completing a feasibility study within three
      years of earning the 60% interest and incurring work expenditures of
      US$247,500 annually. An additional 5% can be earned by arranging financing
      for Mirandas share of mine development. The joint venture will be formed
      upon completion of the earn-in period.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(c) | On October 5, 2005, the Company completed a non-brokered
      private placement of 2,000,000 units at a price of $0.90 per unit, for
      gross proceeds of $1,800,000. Each unit consisted of one common share and
      one-half non-transferable share purchase warrant. Each full warrant is
      exercisable to purchase an additional common share at $1.15 per share to
      October 4, 2007. $48,060 was paid and 60,000 units were issued as finders
      fees pursuant to the private placement.                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(d) | Subsequent to August 31, 2005 and up to December 19,
      2005, the Company staked certain mining claims in Humboldt County, Nevada,
      known as the PPM Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(e) | Subsequent to August 31, 2005 and up to December 19,
      2005, 2,259,250 warrants were exercised for proceeds totaling $516,900,
      and 541,000 options were exercised for proceeds totaling
  $156,770.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(f) | Subsequent to August 31, 2005 and up to December 19,
      2005, the Company granted 95,000 stock options to consultants at a price
      of $1.18 per common share, expiring on October 18, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(g) | Subsequent to August 31, 2005 and up to December 19,
      2005, the Company sold 575,609 common shares in Gulf Coast Oil & Gas
      for proceeds of US$44,415.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

ITEM
9                  
THE OFFER AND LISTING

31

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A.                           
Offer and Listing Details

The Companys common shares trade on the TSX Venture Exchange
(TSX.V) under the trading symbol MAD and CUSIP # 604673103. The shares trade
on the OTC Bulletin Board in the United States under the symbol MRDDF.

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, Cdn.$

For the Fiscal Year Ended
    High
    LowAugust, 2005
    1.15
    .51August, 2004
    .72
    .55August, 2003
    .42
    .19August, 2002
    .42
    .13August 2001
    .12
    .06


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

TSX..V Stock Trading Activity, Sales, Cdn.$

Period Ended
    Volume
    High
    Low
    Close11/30/03
    4,988,545
    .50
    .17
    .4502/08/04
    4,846,676
    .70
    .40
    .5005/30/04
    4,505,941
    .57
    .35
    .4208/31/04
    4,461,614
    .84
    .55
    .6211/30/04
    8,214,874
    1.01
    .51
    .8802/28/05
    4,960,990
    .93
    .57
    .8005/30/05
    4,071,575
    .96
    .58
    .6408/31/05
    5,318,091
    1.15
    .65
    .96


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

TSX.V Stock Trading Activity, Sales, Cdn.$

Period Ended
    High
    LowAugust 2005
    1.15
    0.74September 2005
    1.19
    0.96October 2005
    1.29
    1.10


32

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November 2005
    1.20
    0.97December 2005
    1.52
    1.02January 2006
    2.20
    1.38


Price Fluctuations: Share Price Volatility

In recent years, securities markets in Canada have experienced
a high level of price and volume volatility, and the market price of many
resource companies, particularly those considered speculative exploration
companies, have experienced wide fluctuations in price which have not
necessarily been related to operating performance or underlying asset values on
prospects of such companies. The Companys shares fluctuated from a low of $0.51
during Fiscal 2005 to a high of $1.15 and the most recent six months from a low
of $0.74 to a high of $2.20. Exploration for minerals is considered high risk
and highly speculative and the trading market for mineral exploration companies
is characteristically volatile, with wide fluctuation of price and volume only
in part related to progress of exploration. There can be no assurance that
continual fluctuations in the Companys share price and volume will not occur.

B.                    
         Plan of Distribution

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

C.                       
     Markets

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

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


D.                     
        Dilution

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

E.                           
  Expenses of the Issue

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

ITEM
10                 ADDITIONAL
INFORMATION

33

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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

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

The Business Corporations Act (British Columbia) was
adopted in British Columbia in 2004 and is now in effect. The Business
Corporations Act replaces the Company Act (British Columbia) and
adopts many provisions similar to those contained in corporate legislation
elsewhere in Canada. There is a mandatory transition process under the
Business Corporations Act, so that all companies comply with the new
regulations. Miranda has until March 29, 2006 to file a transition application
with the Corporate Registry in British Columbia, which includes bringing its
charter documents into conformity with the Business Corporations Act. As
part of its transition, Miranda filed a Notice of Articles with the British
Columbia Registrar of Companies on September 22, 2005.

Under the Business Corporations Act, every pre-existing
company remains subject to certain Pre-existing Company Provisions contained
in the Company Act (British Columbia) unless such provisions are removed
with the approval of shareholders by way of a special resolution. Such
Pre-existing Company Provisions include the following provisions that were
relevant to Miranda:

- The majority required to pass a special resolution is three-quarters of
  those votes cast at a properly constituted meeting of shareholders. Under the
  BCA a special resolution may be passed with a minimum two-thirds vote; and
- A repurchase or redemption of shares can only be offered pro-rata to all
  shareholders. This provision has been removed under the BCA.

In order to take full advantage of the flexibility offered by
the BCA, Mirandas board of directors proposed removal of the Pre-existing
Company Provisions in connection with the adoption by Miranda of a new form of
Articles that incorporates provisions permitted under the BCA. The removal of
the Pre-existing Company Provisions required the affirmative vote of not less
than three-quarters of the votes cast at a meeting of the shareholders of the
Company, present in person or by proxy. This approval of the shareholders by
special resolution was obtained at the annual general meeting of the
shareholders of Miranda held. The removal of the Pre-existing Company Provisions
became effective upon filing of a Notice of Alteration to Mirandas Articles
with the British Columbia Registrar of Companies. The Notice of Alteration also
amended the Companys authorized capital such that the Companys authorized
capital now consists of an unlimited number of common shares without par value.
Mirandas shareholders also approved by special resolution the adoption of a new
form of Articles (the "Articles"). The Articles were adopted by Miranda with a
view to updating its charter documents to bring them into line with the
Business Corporations Act and incorporating some of the new provisions of
the Business Corporations Act. These Articles became effective on
September 22, 2005.

The following is a summary of certain material provisions of
(i) Mirandas Notice of Articles, as amended by the Notice of Alteration
approved by shareholders, (ii) Mirandas new Articles, as adopted by
shareholders, and (iii) certain provisions of the Business Corporations
Act applicable to Miranda:

34

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1.                  Objects
and Purposes

Miranda's Memorandum and Articles do not specify objects or
purposes. Miranda is entitled under the Business Corporations Act to
carry on all lawful businesses which can be carried on by a natural person.

2.                  Directors

Directors power to vote on a proposal, arrangement or
contract in which the director is interested.

According to the Business Corporations Act, a director
holds a disclosable interest in a contract or transaction if:

|1. | the contract or transaction is material to the
      company;                             
|-- | ------------------------------------------------------------------------------------------
|   |                                                                                           
|2. | the company has entered, or proposes to enter, into the
      contract or transaction, and
|   |                                                                                           
|3. | either of the following applies to the
director:                                          
|   |                                                                                           
|   | a.                                                                                        
|   |                                                                                           
|   | b.                                                                                        

However, the Business Corporations Act also provides
that in the following circumstances, a director does not hold a disclosable
interest in a contract or transaction if:

|1. | the situation that would otherwise constitute a
      disclosable interest arose before the coming into force of the Business
      Corporations Actor, if the company was recognized under the
      Business Corporations Act, before that recognition, and was
      disclosed and approved under, or was not required to be disclosed under,
      the legislation that:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                             
|   | a.                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                             
|   | b.                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                             
|2. | both the company and the other party to the contract or
      transaction are wholly owned subsidiaries of the same
  corporation;                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                             
|3. | the company is a wholly owned subsidiary of the other
      party to the contract or transaction;                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                             
|4. | the other party to the contract or transaction is a
      wholly owned subsidiary of the company; or                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                             
|5. | where the director or senior officer is the sole
      shareholder of the company or of a corporation of which the company is a
      wholly owned subsidiary.                                                                                                                                                                                                              

The Business Corporations Act further provides that a
director of a company does not hold a disclosable interest in a contract or
transaction merely because:

|1. | the contract or transaction is an arrangement by way of
      security granted by the company for money loaned to, or obligations
      undertaken by, the director or senior officer, or a person in whom the
      director or senior officer has a material interest, for the benefit of the
      company or an affiliate of the company;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                              
|2. | the contract or transaction relates to an indemnity or
      insurance;                                                                                                                                                                                                                                                                      

35

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|3. | the contract or transaction relates to the remuneration
      of the director or senior officer in that person's capacity as director,
      officer, employee or agent of the company or of an affiliate of the
      company                                                      
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                     
|4. | the contract or transaction relates to a loan to the
      company, and the director or senior officer, or a person in whom the
      director or senior officer has a material interest, is or is to be a
      guarantor of some or all of the loan; or                           
|   |                                                                                                                                                                                                                                                                                     
|5. | the contract or transaction has been or will be made with
      or for the benefit of a corporation that is affiliated with the company
      and the director or senior officer is also a director or senior officer of
      that corporation or an affiliate of that
corporation.

Under Mirandas Articles, a director or senior officer who
holds a disclosable interest (as that term is used in the Business
Corporations Act) in a contract or transaction into which Miranda has
entered or proposes to enter:

|1. | is liable to account to Miranda for any profit that
      accrues to the director or senior officer under or as a result of the
      contract or transaction only if and to the extent provided in the
    Act;                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                               
|2. | is not entitled to vote on any directors resolution to
      approve that contract or transaction, unless all the directors have a
      disclosable interest in that contract or transaction, in which case any or
      all of those directors may vote on such resolution;
|   |                                                                                                                                                                                                                                                                               
|3. | and who is present at the meeting of directors at which
      the contract or transaction is considered for approval may be counted in
      the quorum at the meeting whether or not the director votes on any or all
      of the resolutions considered at the meeting.    

A director or senior officer who holds any office or possesses
any property, right or interest that could result, directly or indirectly, in
the creation of a duty or interest that materially conflicts with that
individuals duty or interest as a director or senior officer, must disclose the
nature and extent of the conflict as required by the Business Corporations
Act. No director or intended director is disqualified by his or her office
from contracting with Miranda either with regard to the holding of any office or
place of profit the director holds with Miranda or as vendor, purchaser or
otherwise, and no contract or transaction entered into by or on behalf of
Miranda in which a director is in any way interested is liable to be voided for
that reason

Directors' power, in the absence of an independent
quorum, to vote compensation to themselves or any members of their
body.

The compensation of the directors is decided by the directors
unless the board of directors requests approval to the compensation from the
shareholders by ordinary resolution. The Business Corporations Act
provides that a director of a company does not hold a disclosable interest in a
contract or transaction merely because the contract or transaction relates to
the remuneration of the director or senior officer in that person's capacity as
director, officer, employee or agent of Miranda or of an affiliate of
Miranda.

Borrowing powers exercisable by the
directors.

Under the Articles, the directors may, on behalf of
Miranda:

1. ****Borrow
money in such manner and amount, on such security, from such sources and upon
such terms, and conditions as they consider appropriate;

36

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2.****
Issue bonds, debentures, and other debt obligations either outright or as a
security for any liability or obligation of Miranda or any other person and at
such discounts or premiums and on such other terms as they consider appropriate;

3. ****Guarantee
the repayment of money by any other person or the performance of any obligation
of any other person; and

4. ****Mortgage,
charge, whether by way of specific or floating charge, grant a security interest
in, or give other security on, the whole or any part of the present and future
assets and undertaking of Miranda.

Retirement and non-retirement of directors under an age
limit requirement.

There are no such provisions applicable to Miranda under its
Memorandum or its Articles or the Business Corporations Act.

Number of shares required for a directors
qualification.

Directors need not own any shares of Miranda in order to
qualify as directors.

3.                  Rights,
Preferences and Restrictions Attaching to Each Class of Shares

Dividends

Dividends may be declared by the Board out of available assets
and are paid rateably to holders of common shares. No dividend may be paid if
Miranda is, or would thereby become, insolvent.

Each Miranda share is entitled to one vote on matters to which
common shares ordinarily vote including the annual election of directors,
appointment of auditors and approval of corporate changes. Directors
automatically retire at each annual meeting, and may be elected thereat. There
are no staggered directorships among Mirandas directors. There are no
cumulative voting rights applicable to Miranda.

All common shares of Miranda participate rateably in any net
profit or loss of Miranda and shares rateably any available assets in the event
of a winding up or other liquidation.

Miranda has no redeemable securities authorized or issued.

Sinking Fund Provisions

Miranda has no sinking fund provisions or similar
obligations.

There are no pre-emptive rights applicable to Miranda which
provide a right to any person to participate in offerings of Miranda's equity or
other securities

With respect to the rights, preferences and restrictions
attaching to Mirandas common shares, there are generally no significant
differences between Canadian and United States law as the shareholders, or the
applicable corporate statute, will determine the rights, preferences and
restrictions attaching to each class of Mirandas shares.

4.                  Changes
to Rights and Restrictions to Shares

The Business Corporations Act provides that a company
may, by the type of shareholders' resolution specified by the articles, or, if
the articles do not specify the type of resolution, by a special resolution:

| | i) | create special rights or restrictions for, and attach
      those special rights or restrictions to, the shares of any class or series
      of shares, whether or not any or all of those shares have been issued;
      or
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

37

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| |     | create special rights or restrictions for, and attach
      those special rights or restrictions to, the shares of any class or series
      of shares, whether or not any or all of those shares have been issued;
      or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                             
| | ii) | vary or delete any special rights or restrictions
      attached to the shares of any class or series of shares, whether or not
      any or all of those shares have been issued.                                          

Mirandas Articles provide that, subject to the Business
Corporations Act, Miranda may by ordinary resolution or a resolution of the
directors (or a resolution of the directors in the case of §(c) or §(f) below):

| | (a) | create one or more classes or series of shares or, if
      none of the shares of a class or series of shares are allotted or issued,
      eliminate that class or series of shares;                                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                  
| | (b) | increase, reduce or eliminate the maximum number of
      shares that Miranda is authorized to issue out of any class or series of
      shares or establish a maximum number of shares that Miranda is authorized
      to issue out of any class or series of shares for which no maximum is
      established;
| |     |                                                                                                                                                                                                                                                                                                                  
| | (c) | subdivide or consolidate all or any of its unissued, or
      fully paid issued, shares;                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                  
| | (d) | if Miranda is authorized to issue shares of a class of
      shares with par value:                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                  
| | (e) | change all or any of its unissued, or fully paid issued,
      shares with par value into shares without par value or any of its unissued
      shares without par value into shares with par value;                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                  
| | (f) | alter the identifying name of any of its shares;
  or                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                  
| | (g) | otherwise alter its shares or authorized share structure
      when required or permitted to do so by the Act where it does not specify a
      special resolution.                                                                                                                                              

An ordinary resolution is a resolution of shareholders that is
approved by a majority of those votes cast at a properly constituted meeting of
shareholders. The Articles provide that a special resolution is a resolution of
shareholders that is approved by two thirds (66 2/3%) of those votes cast at a
properly constituted meeting of shareholders.

If special rights and restrictions are altered and any right or
special right attached to issued shares is prejudiced or interfered with, then
the consent of the holders of shares of that class or series by a special
separate resolution will be required.

The Business Corporations Act also provides that a
company may reduce its capital if it is authorized to do so by a court order,
or, if the capital is reduced to an amount that is not less than the realizable
value of the company's assets less its liabilities, by a special resolution or
court order.

Generally, there are no significant differences between British
Columbia and United States law with respect to changing the rights of
shareholders as most state corporation statutes require shareholder approval
(usually a majority) for any such changes that affect the rights of
shareholders.

38

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5.                 
Meetings of Shareholders

The Articles provide that Miranda must hold its annual general
meeting once in every calendar year (being not more than 15 months from the last
annual general meeting) at such time and place to be determined by the directors
of Miranda. Shareholders meetings are governed by the Articles of Miranda but
many important shareholder protections are also contained in the Securities
Act (British Columbia) (the Securities Act) and the British Columbia
Corporations Act. The Articles provide that Miranda will provide at least 21
days' advance written notice of any meeting of shareholders and will provide for
certain procedural matters and rules of order with respect to conduct of the
meeting. The directors may fix in advance a date, which is no fewer than 21 days
prior to the date of the meeting for the purpose of determining shareholders
entitled to receive notice of and to attend and vote at a general meeting.

The Securities Act and the British Columbia
Corporations Actsuperimpose requirements that generally provide that
shareholders meetings require not less than a 60 day notice period from initial
public notice and that Miranda makes a thorough advanced search of intermediary
and brokerage registered shareholdings to facilitate communication with
beneficial shareholders so that meeting proxy and information materials can be
sent via the brokerages to unregistered but beneficial shareholders. The form
and content of information circulars and proxies and like matters are governed
by the Securities Actand the British Columbia Corporations Act .
This legislation specifies the disclosure requirements for the proxy materials
and various corporate actions, background information on the nominees for
election for director, executive compensation paid in the previous year and full
details of any unusual matters or related party transactions. Miranda must hold
an annual shareholders meeting open to all shareholders for personal attendance
or by proxy at each shareholder's determination. The meeting must be held within
13 months of the previous annual shareholders meeting and must present audited
statements which are no more than 180 days old at such meeting.

Most state corporation statutes require a public company to
hold an annual meeting for the election of directors and for the consideration
of other appropriate matters. The state statutes also include general provisions
relating to shareholder voting and meetings. Apart from the timing of when an
annual Meeting must be held and the percentage of shareholders required to call
an annual Meeting or an extraordinary meeting, there are generally no material
differences between Canadian and United States law respecting annual meetings
and extraordinary meetings.

6.                  Rights
to Own Securities

There are no limitations under Miranda's Articles or in the
Business Corporations Act on the right of persons who are not citizens of
Canada to hold or vote common shares.

7.                  Restrictions
on Changes in Control, Mergers, Acquisitions or Corporate Restructuring of the
Company

Mirandas Articles do not contain any provisions that would
have the effect of delaying, deferring or preventing a change of control of
Miranda. Miranda has not implemented any shareholders' rights or other "poison
pill" protection against possible take-overs. Miranda does not have any
agreements which are triggered by a take-over or other change of control. There
are no provisions in its Articles triggered by or affected by a change in
outstanding shares which gives rise to a change in control. There are no
provisions in Miranda's material agreements giving special rights to any person
on a change in control.

The Business Corporations Act does not contain any
provisions that would have the effect of delaying, deferring or preventing a
change of control of a company.

39

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Generally, there are no significant differences between British
Columbia and United States law in this regard, as many state corporation
statutes also do not contain such provisions and only empower a companys board
of directors to adopt such provisions.

8.                  Ownership
Threshold Requiring Public Disclosure

The Articles of Miranda do not require disclosure of share
ownership. Share ownership of director nominees must be reported annually in
proxy materials sent to Miranda's shareholders. There are no requirements under
British Columbia corporate law to report ownership of shares of Miranda but the
Securities Act requires disclosure of trading by insiders (generally
officers, directors and holders of 10% of voting shares) within 10 days of the
trade. Controlling shareholders (generally those in excess of 20% of outstanding
shares) must provide seven days advance notice of share sales. Effective January
31, 2003 all insider trading reports filed by Mirandas insiders pursuant to
Canadian securities legislation are available on the Internet at
www.sedi.ca.

Most state corporation statutes do not contain provisions
governing the threshold above which shareholder ownership must be disclosed.
United States federal securities laws require a company that is subject to the
reporting requirements of the Securities Exchange Act of 1934 to disclose, in
its annual reports filed with the Securities and Exchange Commission those
shareholders who own more than 5% of a corporations issued and outstanding
shares.

9.                  Differences
in Law between the US and British Columbia

Differences in the law between United States and British
Columbia, where applicable, have been explained above within each category.

10.                  Changes
in the Capital of the Company

There are no conditions imposed by Mirandas Notice of Articles
or Articles which are more stringent than those required by the Business
Corporations Act.

C.                                 Material
Contracts

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

| | (i)  | The Company signed an agreement to joint venture its
      Redlich project with Newcrest Resources Inc. (Newcrest) in March 2004.
      Mirandas Redlich property comprises a total of 104 claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      | Newcrest paid to Miranda US $45,000, and thereafter US
      $30,000 annually until March 4, 2008. Newcrest will have an annual work
      commitment commencing with US $75,000 this year, US $150,000 for each of
      the next two years, and then US $200,000 per year thereafter until it has
      earned an interest in the project. Newcrest can earn a 65% interest in the
      Redlich project by spending a minimum of $1.8 million in exploration
      expenditures by March, 2012 and presenting to Miranda a pre-feasibility
      study. Newcrest can earn an additional 10% interest in the project (for a
      total of 75% interest) by the completion of a (positive) feasibility study
      on the Redlich project, and up to an 80% interest, at Mirandas election,
      by providing half of Mirandas portion of the development costs.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ii) | On May 27, 2004 the Company leased four properties, Red
      Hill, Coal Canyon, BPV and CONO from Nevada North Resources (U.S.A.), Inc.
      a privately held exploration company. The owner
also                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

40

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| |       | retains a 2.5% to 5.0% sliding scale royalty that is
      subject to buy down provisions to 2%. (See item 4. D under the heading
      Nevada). The lease agreement was later separated into four separate
      property leases. The terms on the Coal Canyon, BPV and CONO leases each
      require advance annual royalty payments starting at $6,250 (US) in year
      one and climbing to $50,000 (US) by year ten and each year thereafter. The
      Red Hill lease requires advance annual royalty payments starting at $6,250
      (US) in year one and climbing to $60,000 (US) by year ten and each year
      thereafter for the life of the lease. The Lessor also retains a 2.5% to
      5.0% sliding scale royalty that is subject to buy down provisions to 2%.
      Subsequent to the year end the Company joint ventured its Red Hill
      property with Placer Dome. PDUS will pay US $49,875 to Miranda upon
      signing of the Letter Agreement. In addition, PDUS may pay a total of
      US$500,000 to Miranda over the four-year earn-in period. PDUS can earn a
      60% interest in the property by spending US $2.0 million in exploration
      expenditures over four years, of which US $100,000 is committed to be
      expended during the first year. After completing the 60% earn-in phase,
      PDUS can elect to earn an additional 10% interest in the Red Hill project
      (for a total 70% interest) by completing a bankable feasibility study
      within five years, with a minimum annual expenditure of US $250,000 during
      the period in which PDUS completes the feasibility study. After completion
      of the feasibility study, Miranda can request that PDUS arrange Mirandas
      share of project financing, in which case PDUS will earn an additional 5%
      interest (for a total 75% interest) in the project, and will recover
      Mirandas share of this financing from 60% of Mirandas share of net cash
      flow from operations on the property.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iii) | The Company signed an agreement to joint Venture its Red
      Canyon project with Newmont USA Limited in October 2004. Newmont paid to
      Miranda US $30,000 on signing and will assume payments on the underlying
      lease. Newmont can earn a 60% interest in Red Canyon by spending. US $2.5
      million in exploration expenditures prior to December 31, 2009 of which US
      $300,000 would be expended by December 31, 2005 and may earn an additional
      10% interest in the Red Canyon project (for a total 70% interest) by
      completing a bankable feasibility study, with a minimum annual expenditure
      of US $250,000 until completion of the feasibility study.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
|
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iv)  | The Company signed an agreement to joint venture the Red
      Hill project with Placer Dome US Inc (PDUS) in October 2004. PDUS will pay
      US $49,875 to Miranda upon signing of the Letter Agreement. In addition,
      PDUS may pay a total of US$500,000 to Miranda over the four-year earn- in
      period. PDUS can earn a 60% interest in the property by spending US $2.0
      million in exploration expenditures over four years, of which US $100,000
      is committed to be expended during the first year. After completing the
      60% earn-in phase, PDUS can elect to earn an additional 10% interest in
      the Red Hill project (for a total 70% interest) by completing a bankable
      feasibility study within five years, with a minimum annual expenditure of
      US $250,000 during the period in which PDUS completes the feasibility
      study. After completion of the feasibility study, Miranda can request that
      PDUS arrange Mirandas share of project financing, in which case PDUS will
      earn an additional 5% interest (for a total 75% interest) in the project,
      and will recover Mirandas share of this financing from 60% of Mirandas
      share of net cash flow from operations on the property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (v)   | On November 23, 2004, the Company leased the Horse
      Mountain property in the Shoshone Range in Lander County, Nevada. The
      Horse Mountain property comprises 139 claims covering approximately 4.5
      square miles. Miranda has signed a 20-year lease on the Horse Mountain
      project, has paid a US $30,000 signing bonus, and will issue 25,000
      warrants to the underlying claim owner. Advance Royalty payments due on
      the first and second anniversaries are US $30,000 each. The Horse Mountain
      property is subject to a net smelter royalty (NSR) of
  3.5%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

41

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| | (vi) | In April, 2005, the Company signed a formal Exploration
      Agreement with Option to Joint Venture to joint venture its Coal Canyon
      project, Eureka County, Nevada. Golden Aria issued 250,000 shares, paid
      US$15,000 and will assume the payments on the underlying lease. Golden
      Aria may pay a total of $185,000 to the company over the four-year earn-in
      period. Golden Aria can earn a 60% interest in the Coal Canyon property by
      spending US$1.0 million in exploration expenditures over four years of
      which US$50,000 is committed to be expended during the first year. Golden
      Aria may earn an additional 10% interest in the Coal Canyon project (for a
      total 70% interest) by completing a bankable feasibility study and
      maintaining a minimum annual expenditure of $200,000 after phase-I
      earn-in.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|

| | (vii)  | In March, 2005, the Company signed a letter of intent to
      joint venture its CONO and BPV projects located in Eureka County, Nevada
      with Agnico-Eagle (USA). Under the terms of the Letter of Intent, Agnico
      may pay a total of $355,000 to Miranda over the five-year earn-in period.
      Agnico can earn a 60% interest in the property by spending $1.5 million in
      exploration expenditures over five years, of which $50,000 will be
      expended during the first year. After completing the 60% earn-in phase,
      Agnico can elect to earn an additional 10% interest in the Cono and the
      BPV projects (for a total 70% interest) by completing a bankable
      feasibility study and funding a minimum annual work commitment of
      $200,000. After completion of the feasibility study, Miranda can request
      that Agnico arrange Mirandas share of project financing, in which case
      Agnico will earn an additional 5% interest (for a total 75% interest) in
      the project.
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (viii) | The Company also signed a non-binding letter of intent in
      March, 2005, with Placer Dome U.S. for an exploration agreement regarding
      its Fuse property located in Eureka County, Nevada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ix)   | In May 2005, the Company signed a letter of intent to
      joint venture its Horse Mountain property located in Lander County, Nevada
      with Barrick Gold Exploration Inc. Barrick can earn a 60% interest in the
      Horse Mountain property by spending $2.0 million in exploration
      expenditures over four years, of which $300,000 is committed to be
      expended prior to December 31, 2006. After completing the 60% earn-in
      phase, Barrick can elect to earn up to an additional 10% interest in the
      Horse Mountain project (for a total 70% interest) by funding up to an
      additional $6.0 million in exploration over a six year period scheduled
      with a minimum annual work commitment of $1,000,000. Upon completion of a
      feasibility study, Barrick can earn an additional 5% interest (for a 
      total of 75% interest) by arranging to finance Mirandas share of project
      financing.                                                                                   
|
|
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (x)    | In July 2005, the Company signed a letter of intent to
      lease the Angel Wing property located in northern Elko County, Nevada.
      Miranda has signed a binding letter agreement for a twenty-year lease on
      the property. Miranda will pay $35,000 upon signing the final lease
      agreement and will make annual advance royalty payments throughout the
      term of the lease. The property is subject to a scaled net smelter return
      royalty of 2.0% if the gold price is $250 or less per ounce; 2.5% if the
      gold price is between $250 and $300 per ounce; 3.0% between $300 and $350
      per ounce; 3.5% between $350 and $400 per ounce; and 4.0% if the price of
      gold is over $450 per ounce.                                                                                                                                                                                                                                                                                               
|
|
|
|
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (xi)   | In August 2005, the Company and Agnico-Eagle (USA)
      finalized the Exploration Option for Joint Venture and Operating
      Agreement on the CONO and BPV properties. These agreements replace the
      Letter of Intent between the Company and Agnico-Eagle (USA).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (xii)  | In October 2005, the Company signed a Binding Letter
      Agreement for Exploration and Development on its Fuse East project with
      Placer Dome U.S., Inc. (Placer). Upon signing, Placer paid the Company
      $26,201 to reimburse certain staking and filing fees. Under the terms of
      the joint venture agreement, Placer may also pay a total of $250,500 to
      Miranda over the five year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

42

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earn-in period. Placer can earn a 60%
interest in the property by spending $1,777,500 in exploration expenditures over
five years, of which $75,000 is committed for the first year and $100,000 is
committed for the second year. After completing the 60% earn-in phase, Placer
can elect to earn an additional 10% interest in the project (for a total 70%
interest) by completing a feasibility study and funding a minimum annual work
commitment of $225,000. After completion of the feasibility study, Placer can
arrange Miranda's share of project financing, in which case Placer will earn an
additional 5% interest (for a total 75% interest) in the project.

| | (xiii) | In November 2005, the Company signed a Binding Letter
      Agreement for Exploration and Development on its Fuse West project with
      Placer Dome U.S., Inc. (Placer). Upon signing, Placer paid the Company
      $2,375 to reimburse certain staking and filing fees. Under the terms of
      the joint venture agreement, Placer may also pay a total of $27,500 to
      Miranda over the five-year earn-in period. Placer can earn a 60% interest
      in the property by spending $197,500 in exploration expenditures over five
      years. After completing the 60% earn-in phase, Placer can elect to earn an
      additional 10% interest in the project (for a total 70% interest) by
      completing a feasibility study and funding a minimum annual work
      commitment of $22,500. After completion of the feasibility study, Placer
      can arrange Miranda's share of project financing, in which case Placer
      will earn an additional 5% interest (for a total 75% interest) in the
      project.
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (xiv)  | On November 17 2005, the Company and Placer signed an
      amendment to the Red Hill Letter Agreement that extended the initial
      earn-in period of the joint venture agreement. Under the new terms, Placer
      has five rather than four years to earn a 60% interest in the property.
      The total payment and exploration amounts remain the same, so the payment
      and exploration schedules have been adjusted. Miranda received a $25,000
      payment from Placer on October 28, 2005 as part of the earn-in
      obligation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

D.                                 Exchange
Controls

Miranda is a corporation incorporated pursuant to the laws of
the Province of British Columbia, Canada. There is no law or governmental decree
or regulation in Canada that restricts the export or import of capital, or
affects the remittance of dividends, interest or other payments to a
non-resident holder of common shares of Miranda (the "Common Shares"), other
than withholding tax requirements. Any such remittances to United States
residents are generally subject to withholding tax, however no such remittances
are likely in the foreseeable future. See "Taxation", below.

There is no limitation imposed by the laws of Canada or by the
charter or other constituent documents of Miranda on the right of a non-resident
to hold or vote its common shares, other than as provided in the Investment
Canada Act (Canada) (the "Investment Act"). The following discussion summarizes
the material features of the Investment Act for a non-resident who proposes to
acquire a controlling number of Miranda's common shares. It is general only, it
is not a substitute for independent advice from an investor's own advisor, and
it does not anticipate statutory or regulatory amendments. Miranda does not
believe the Investment Act will have any affect on it or on its non-Canadian
shareholders due to a number of factors including the nature of its operations
and Miranda's relatively small capitalization.

The Investment Act generally prohibits implementation of a
"reviewable" investment by an individual, government or agency thereof,
corporation, partnership, trust or joint venture (each an "entity") that is not
a "Canadian" as defined in the Investment Act (i.e. a "non-Canadian"), unless
after review the Director of Investments appointed by the Minister responsible
for the Investment Act is satisfied that the investment is likely to be of net
benefit to Canada. The size and nature of a proposed transaction may give rise
to an obligation to notify the Director to seek an advance ruling. An investment
in Miranda's common shares by a non-Canadian (other than a "WTO Investor"

43

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as that term is defined in the Investment Act and which term
includes entities which are nationals of, or are controlled by nationals of,
member states of the World Trade Organization) when Miranda was not controlled
by a WTO Investor, would be reviewable under the Investment Act if it was an
investment to acquire control of Miranda and the value of the assets of Miranda,
as determined in accordance with the regulations promulgated under the
Investment Act, was over a certain figure, or if an order for review was made by
the federal cabinet on the grounds that the investment related to Canada's
cultural heritage or national identity, regardless of the value of the assets of
Miranda. An investment in the Common Shares of Miranda by a WTO Investor, or by
a non-Canadian when Miranda was controlled by a WTO Investor, would be
reviewable under the Investment Act if it was an investment to acquire control
of Miranda and the value of the assets of Miranda, as determined in accordance
with the regulations promulgated under the Investment Act, was not less than a
specified amount, which for 2005 exceeds C$250 million. A non-Canadian would
acquire control of Miranda for the purposes of the Investment Act if the
non-Canadian acquired a majority of the Common Shares of Miranda. The
acquisition of less than a majority but one-third or more of such Common Shares
would be presumed to be an acquisition of control of Miranda unless it could be
established that, on the acquisition, Miranda was not controlled in fact by the
acquiror through the ownership of the Common Shares.

The foregoing assumes Miranda will not engage in the production
of uranium or own an interest in a producing uranium property in Canada, or
provide any financial service or transportation service, as the rules governing
these businesses are different.

Certain transactions relating to the Common Shares of Miranda
would be exempt from the Investment Act, including

|(a) | an acquisition of the Common Shares by a person in the
      ordinary course of that person's business as a trader or dealer in
      securities,                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                   
|(b) | an acquisition of control of Miranda in connection with
      the realization of security granted for a loan or other financial
      assistance and not for a purpose related to the provisions of the
      Investment Act, and                                                 
|    |                                                                                                                                                                                                                                                                                   
|(c) | an acquisition of control of Miranda by reason of an
      amalgamation, merger, consolidation or corporate reorganization following
      which the ultimate direct or indirect control in fact of Miranda, through
      the ownership of the Common Shares, remained
unchanged.

E.                                 Taxation

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

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

44

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

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

Disposition of Common Stock.

If a non-resident were to dispose of common stock of the
Company to another Canadian corporation which deals or is deemed to deal on a
non-arms length basis with the non-resident and which, immediately after the
disposition, is connected with the Company (i.e., which holds shares
representing more than 10% of the voting power and more than 10% of the market
value of all issued and outstanding shares of the Company), the amount by which
the fair market value of any consideration (other than any shares of the
purchaser corporation) exceeds the paid-up capital of the common stock sold will
be deemed to be taxable as a dividend paid by the purchasing corporation, either
immediately or eventually by means of a deduction in computing the paid-up
capital of the purchasing corporation, and subject to withholding taxes as
described below.

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

Dividend

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

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

Capital Gains

A non-resident of Canada is not subject to tax under the ITA in
respect of a capital gain realized upon the disposition of a share of a class
that is listed on a prescribed stock exchange unless the share represents
taxable Canadian property to the holder thereof. A common share of the Company
will be taxable Canadian property to a non-resident holder if, at any time
during the period of five years immediately preceding the disposition, the
nonresident holder, persons with whom the non-resident holder did not deal at
arms length, or the non-resident holder and persons with whom he/she did not
deal at arms length owned 25% or more of the issued shares of any class or
series of the Company. In the case of a non-resident holder to whom shares of
the Company represent taxable

45

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Canadian property and who is resident in the United States, no
Canadian tax will be payable on a capital gain realized on such shares by reason
of the Canada-United States Income Tax Convention 1980) (the Treaty) unless
the value of such shares is derived principally from real property situated in
Canada or the non-resident holder previously held the shares while resident in
Canada. However, in such a case, certain transitional relief under the Treaty
may be available.

Certain United States Federal Income Tax
Consequences

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

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

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

U.S. Holders

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

Distribution on Common Shares of the Company

U.S. Holders receiving dividend distributions (including
constructive dividends) with respect to common shares of the Company are
required to include in gross income for United States Federal income tax
purposes the gross amount of such distributions to the extent that the Company
has current or accumulated earnings and profits, without reduction for any
Canadian income tax withheld from such distributions. Such Canadian tax withheld
may be credited, subject to certain limitations, against the U.S. Holders
United States Federal Income tax liability or, alternatively, may be deducted in
computing the U.S. Holders United States Federal taxable income by those who
itemize deductions. (See more detailed discussion at Foreign Tax Credit
below). To the extent that distributions

46

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exceed current or accumulated earnings and profits of the
Company, they will be treated first as a return of capital up to the U.S.
Holders adjusted basis in the common shares and thereafter as gain from the
sale or exchange of the common shares. Preferential tax rates for long-term
capital gains are applicable to a U.S. Holder which is an individual, estate or
trust. There are currently no preferential tax rates for long-term capital gains
for a U.S. Holder which is a corporation.

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

Foreign Tax Credit

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

Disposition of Common Shares of the Company

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

Other Considerations

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

47

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Foreign Personal Holding Company

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

Foreign Investment Company

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

Passive Foreign Investment Company

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

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

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

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

The effective QEF election also allows the Electing U.S.
Shareholder to (i) generally treat any gain realized on the disposition of his
Common Shares (or deemed to be realized on the pledge of his Common Shares) as
capital, (ii)

48

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

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

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

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

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

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

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

49

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

F.                                 Dividends
and Paying Agents

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

G.                               
Statement By Experts

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

H.                               
Documents on Display

Any of the documents referred to in this Form 20-F can be
viewed at the office of the Company, which is located at Suite 1410  800 West
Pender Street, Vancouver, British Columbia, V6C 2V6 during normal business
hours. All of the documents referred to above are in English.

The Company 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.

50

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I.                                Subsidiary
Information

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

ITEM
11                  QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM
12                 
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

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

As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the Exchange Act), we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures as of August
31, 2005, being the date of our most recently completed fiscal year. This
evaluation was carried out by management with the participation of our Chief
Financial Officer at that time, Dennis Higgs and Ken Cunningham, our Chief
Executive Officer. Doris Meyer became Chief Financial Officer on February 1,
2006 and had a general review of disclosure controls and procedures at that
time. Based upon that evaluation, the conclusion was that our disclosure
controls and procedures are effective in timely alerting management to material
information to be included in our periodic SEC filings. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.

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

During our most recently completed fiscal year ended August 31,
2005 there were no changes in our internal control over financial reporting that
have materially affected, or are reasonably likely to affect, our internal
control over financial reporting.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, the registrant's
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrant's board of directors,
management and other personnel, to provide reasonable assurance

51

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regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:

|(a) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                               
|(b) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant;and
|    |                                                                                                                                                                                                                                                                                                                                                                               
|(c) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrant's assets that could have a material effect on the financial
      statements.                                                                                                                                             

ITEM
16                  [RESERVED]

A                               AUDIT
COMMITTEE FINANCIAL EXPERT

Multilateral Instrument 52-110 of the Canadian Securities
Administrators (MI 52-110) requires the Company, as a venture issuer on the
TSX Venture Exchange, to disclose annually in its Information Circular certain
information concerning the constitution of its audit committee and its
relationship with its independent auditor.

The Companys audit committee is governed by an audit committee
charter. The Companys audit committee is comprised of three directors, Dennis
Higgs, Steven Ristorcelli and James Cragg. As defined in MI 52-110, Dennis Higgs
is not independent and Steve Ristorcelli and James Cragg are independent.
Also as defined in MI 52-110, all of the audit committee members are
financially literate. Mr. Cragg is an independent director and by virtue of
his business background as a business and marketing consultant proficient in
financial analysis, forecasting and investment banking he is considered by the
Company to be a financial expert.

B                               CODE
OF ETHICS

The Company has not formally adopted a code of ethics as yet
however; the actions of the directors and officers of the Company and its
subsidiaries, and their affiliates are self governed and are in compliance with
the guidelines of the TSX Venture Exchange. The Company intends to adopt a
formal code of ethics in the near future that will be posted on its web site and
will deal with the following issues:

- compliance with all the laws and regulations identified in the code of
  ethics;
- corporate opportunities and conflicts of interest;
- the quality of the public disclosures;
- the protection and appropriate use of the Companys properties;
- the protection of confidential information and property;
- fair behaviour; and
- compliance with insider trading and corrupt practices legislation.

C                               PRINCIPAL
ACCOUNTANT FEES AND SERVICES

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At the annual and special meeting held on February 7, 2005, the
shareholders appointed Morgan & Company, Chartered Accountants (Morgan),
to serve as the independent auditors for the 2005 fiscal year. Morgan acted as
the Companys independent auditor for the fiscal years ended August 31, 2005 and
2004. The chart below sets forth the total amount billed the Company by Morgan
for services performed in the fiscal years 2005 and 2004, and breaks down these
amounts by category of service in CDN$.

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

"Audit-Related Fees" are fees charged by Morgan for assurance
and related services that are reasonably related to the performance of the audit
or review of the Company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
Morgan for tax compliance, tax advice on actual or contemplated transactions.

The fees for auditor services billed by Morgan in each of
the last two fiscal years for audit and non-audit related services are as
follows:

Principal Accountant Fees and Services
    Fiscal Year ended August 31, 2005
    Fiscal Year ended August 31, 2004Audit Fees
    $9,150
    $6,150Audit-Related Fees
    $7,610
    $16,450Tax Fees
    $1,250
    $750All Other Fees
    Nil
    NilTOTAL
    $18,010
    $23,350


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,
audit-related services, tax services and other services provided by Morgan. Any
services provided by Morgan 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 2005,
fees paid to Morgan were approved pursuant to the de minimusexception
for tax services.

D                               EXEMPTIONS
FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable

E                               PURCHASES
OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not Applicable

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PART III

ITEM
17                  FINANCIAL
STATEMENTS

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

| | (a) | Auditors Report, dated December
        19, 2005;                                                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                            
| | (b) | Consolidated Balance Sheets as of August
        31, 2003, August 31, 2004 and August 31, 2005.                                            
| |     |                                                                                                                                            
| | (c) | Consolidated Statements of Operations
        and Deficit for the years ended August 31, 2003, August 31, 2004 and August
        31, 2005;
| |     |                                                                                                                                            
| | (d) | Consolidated Statements of Cash Flows
        for the years ended August 31, 2003, August 31, 2004, and August 31, 2005;                   
| |     |                                                                                                                                            
| | (e) | Notes to Consolidated Financial Statements
        for the years ended August 31, 2004 and August 31, 2005.                                

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

54

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

F-i

---



AUDITORS' REPORT

To the Shareholders of 
  Miranda Gold Corp.
  (An Exploration Stage Company)

We have audited the consolidated balance sheets of Miranda
  Gold Corp. (an exploration stage company) as at August 31, 2005 and 2004, and
  the consolidated statements of operations and deficit, and cash flows for the
  years ended August 31, 2005, 2004 and 2003. These consolidated financial statements
  are the responsibility of the Company's management. Our responsibility is to
  express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  August 31, 2005 and 2004, and the results of its operations and its cash flows
  for the years ended August 31, 2005, 2004 and 2003, in accordance with Canadian
  generally accepted accounting principles.

On December 19, 2005, we reported separately to the shareholders
  of Miranda Gold Corp. on audits conducted in accordance with Canadian and United
  States generally accepted auditing standards on consolidated financial statements
  for the same periods, prepared in accordance with Canadian generally accepted
  accounting principles.

|Vancouver, Canada | Morgan & Company   
|----------------- | ---------------------
|                  |                      
|December 19, 2005 | Chartered Accountants

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

F-ii

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS(Stated in Canadian Dollars)

|                                              |   | AUGUST 31  |  
|--------------------------------------------- | - | ---------- | -
|                                              |   | 2005       |  
|                                              |   |            |  
|ASSETS                                        |   |            |  
|                                              |   |            |  
|Current                                       |   |            |  
|Cash and cash equivalents                     | $ | 3,102,849  |  
|Accounts receivable                           |   | 31,883     |  
|Advances and prepaid expenses                 |   | 96,828     |  
|                                              |   | 3,231,560  |  
|                                              |   |            |  
|Investment(Note 3)                            |   | 88,000     |  
|Capital Assets(Note 4)                        |   | 120,205    |  
|Mineral Properties(Note 5 and Schedule 1)     |   | 421,985    |  
|Deferred Exploration Expenditures(Schedule 1) |   | 361,249    |  
|                                              | $ | 4,222,999  |  
|                                              |   |            |  
|LIABILITIES                                   |   |            |  
|                                              |   |            |  
|Current                                       |   |            |  
|Accounts payable and accrued liabilities      | $ | 100,706    |  
|                                              |   |            |  
|SHAREHOLDERS EQUITY                          |   |            |  
|                                              |   |            |  
|Share Capital(Note 6)                         |   | 10,493,824 |  
|Contributed Surplus                           |   | 1,780,749  |  
|Deficit                                       |   | (8,152,280 | )
|                                              |   | 4,122,293  |  
|                                              | $ | 4,222,999  |  

Approved by the Board of Directors:

|Kenneth
      Cunningham |  | Dennis Higgs | 
|-------------------------- |  | -------------- | 
|Directo                    |  | Director       | 

F-1

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT(Stated in Canadian Dollars)

|                                              |   | YEARS ENDED AUGUST 31 |  
|--------------------------------------------- | - | --------------------- | -
|                                              |   | 2005                  |  
|                                              |   |                       |  
|Expenses                                      |   |                       |  
|Amortization                                  | $ | 27,597                |  
|Consulting                                    |   | 163,423               |  
|Corporate finance services                    |   | -                     |  
|Interest and foreign
      exchange           |   | 10,378                |  
|Investor relations                            |   | 118,940               |  
|Office rent, telephone,
      secretarial and |   |                       |  
|sundry                                        |   | 190,971               |  
|Professional fees                             |   | 77,644                |  
|Management fees                               |   | 76,100                |  
|Property examination
      costs              |   | 126,044               |  
|Stock based compensation                      |   | 894,800               |  
|Travel and business
      promotion           |   | 122,086               |  
|Transfer agent and regulatory fees            |   | 37,655                |  
|Wages and benefits                            |   | 171,833               |  
|                                              |   | 2,017,471             |  
|Less: Interest income                         |   | (47,968               | )
|                                              |   |                       |  
|Loss Before The Following                     |   | 1,969,503             |  
|                                              |   |                       |  
|Loss On Sale Of Mineral Properties            |   | -                     |  
|Mineral Property Option Payments              |   |                       |  
|Received In Excess Of Cost                    |   | (68,152               | )
|Write Off Of Abandoned Mineral                |   |                       |  
|Properties And Related Exploration            |   |                       |  
|Expenditures                                  |   | 36,571                |  
|                                              |   |                       |  
|Net Loss For The Year                         |   | 1,937,922             |  
|                                              |   |                       |  
|Deficit, Beginning Of Year                    |   | 6,214,358             |  
|                                              |   |                       |  
|Deficit, End Of
      Year                    | $ | 8,152,280             |  
|                                              |   |                       |  
|                                              |   |                       |  
|Basic And Diluted Loss Per Share              | $ | (0.08                 | )
|                                              |   |                       |  
|                                              |   |                       |  
|Weighted Average Number Of Shares             |   |                       |  
|Outstanding                                   |   | 25,684,831            |  

F-2

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS(Stated in Canadian Dollars)

|                                                   |   | YEARS ENDED AUGUST 31 |  
|-------------------------------------------------- | - | --------------------- | -
|                                                   |   | 2005                  |  
|                                                   |   |                       |  
|Cash Flows From Operating Activities               |   |                       |  
|Net loss for the year                              | $ | (1,937,922            | )
|Amortization                                       |   | 27,597                |  
|Stock based compensation                           |   | 894,800               |  
|Loss on sale of
      mineral properties           |   | -                     |  
|Mineral property option payments
      received in |   |                       |  
|excess
      of cost                               |   | (68,152               | )
|Write off of abandoned mineral properties          |   |                       |  
|and
      related exploration expenditures         |   | 36,571                |  
|                                                   |   |                       |  
|Change In non-cash
      working capital items:    |   |                       |  
|Accounts
      receivable                          |   | (23,106               | )
|Prepaid expenses                                   |   | (59,821               | )
|Accounts
      payable and accrued liabilities     |   | 53,998                |  
|                                                   |   | (1,076,035            | )
|                                                   |   |                       |  
|Cash Flows From Investing Activities               |   |                       |  
|Capital assets                                     |   | (87,928               | )
|Mineral property
      option payments received    |   | 189,237               |  
|Proceeds on sale of mineral properties             |   | -                     |  
|Mineral properties                                 |   | (291,331              | )
|Exploration expenditures                           |   | (235,180              | )
|                                                   |   | (425,202              | )
|                                                   |   |                       |  
|Cash Flows From Financing Activities               |   |                       |  
|Issue of share capital                             |   | 3,073,110             |  
|Share issue costs                                  |   | (80,142               | )
|                                                   |   | 2,992,968             |  
|                                                   |   |                       |  
|Increase In Cash And Cash Equivalents              |   | 1,491,731             |  
|                                                   |   |                       |  
|Cash And Cash Equivalents, Beginning Of            |   |                       |  
|Year                                               |   | 1,611,118             |  
|                                                   |   |                       |  
|Cash And Cash Equivalents, End Of Year             | $ | 3,102,849             |  

F-3

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)(Stated in Canadian Dollars)

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING
  ACTIVITIES:

During the year ended August 31, 2005, the Company issued
  40,000 share purchase warrants with a fair value of $18,300 pursuant to
  the mineral property option agreements described in Notes 5(e), 5(f) and 5(o).

During the year ended August 31, 2004, the Company issued
  215,000 share purchase warrants with a fair value of $70,020 pursuant to
  mineral property option agreements described in Notes 5(c), 5(e), 5(f), 5(g)
  and 5(h).

During the year ended August 31, 2004, the Company received
  2,750,000 common shares with a fair value of $88,000 pursuant to the mineral
  property sale and option agreements described in Note 5(b). During the year
  ended August 31, 2005, the shares were split three for one, increasing the Companys
  shares held to 8,250,000.

During the year ended August 31, 2003, the Company issued
  200,000 share purchase warrants with a fair value of $42,819 pursuant to
  mineral property option agreements described in Notes 5(c), 5(d), 5(e) and 5(f).

F-4

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|1. | NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company is in the process of exploring
        its mineral properties and has not yet determined whether the properties
        contain ore reserves that are economically recoverable.                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The recoverability of amounts shown as mineral
        properties and related deferred exploration expenditures is dependent
        upon the discovery of economically recoverable reserves, confirmation
        of the Company's interest in the underlying mineral claims, the ability
        of the Company to obtain necessary financing to complete the development
        of the mineral properties and the ability of the Company to obtain profitable
        production or proceeds from the disposition thereof.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-5

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           

| | Computer equipment     | 30%  | 
| | ---------------------- | ---- | 
| | Computer software      | 100% | 
| | Field equipment        | 25%  | 
| | Furniture and fixtures | 20%  | 

| | e) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | The Companys financial instruments consist of
        cash and cash equivalents, accounts receivable, and accounts payable and
        accrued liabilities.                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | Unless otherwise noted, it is managements opinion
        that this Company is not exposed to significant interest or credit risks
        arising from these financial instruments. The fair value of these financial
        instruments approximate their carrying values, unless otherwise noted.                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | f) | Mineral Properties and Related Deferred Exploration
        Expenditures                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | Mineral property acquisition costs and related exploration
        and development costs are deferred until the property to which they relate
        is placed into production, sold, allowed to lapse or abandoned. These
        costs will be amortized over the estimated life of the property following
        commencement of commercial production or will be written off if the property
        is sold, allowed to lapse or abandoned.         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | Mineral property acquisition costs include the cash
        consideration and the fair market value of common shares, based on the
        trading price of the shares issued for mineral property interests pursuant
        to the terms of the agreement. Payments relating to a property acquired
        under an option or joint venture agreement, where payments are made at
        the sole discretion of the Company, are recorded upon payment.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | Option payments received are treated as a reduction
        of the carrying value of the related deferred costs until the Companys
        costs are recovered. Option payments received in excess of costs incurred
        are credited to revenue.                                                                                                                                                                                                     

F-6

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           

F-7

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | i)                                        
|   |                                           
|   |                                           
|   |                                           
|   | j)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | k)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-8

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | l)                                        
|   |                                           
|   |                                           
|   |                                           
|3. | INVESTMENT                                

| |  |                                                                                                                                                                                                                                                                                                                                  |  |   | 2005   |  |   | 2004   | 
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------ |  | - | ------ | 
| |  | 8,250,000 common shares of Gulf
        Coast Oil & Gas (formerly Otish Mountain Diamond Company). These common
        shares were subject to a hold period but became tradable under Rule 144
        on December 12, 2004, and freely tradable on December 12, 2005. (Market
        value 2005 - $247,500; 2004 - $715,000). |  | $ | 88,000 |  | $ | 88,000 | 

|   |               
|-- | --------------
|4. | CAPITAL ASSETS

| |                                 |   |         |  |   | 2005         |  |   |          | 
| | ------------------------------- | - | ------- |  | - | ------------ |  | - | -------- | 
| |                                 |   |         |  |   | ACCUMULATED  |  |   | NET BOOK | 
| |                                 |   | COST    |  |   | AMORTIZATION |  |   | VALUE    | 
| |                                 |   |         |  |   |              |  |   |          | 
| | Computer equipment and software | $ | 43,376  |  | $ | 15,881       |  | $ | 27,495   | 
| | Furniture and fixtures          |   | 10,110  |  |   | 1,811        |  |   | 8,299    | 
| | Field equipment                 |   | 107,333 |  |   | 22,922       |  |   | 84,411   | 
| |                                 |   |         |  |   |              |  |   |          | 
| |                                 | $ | 160,819 |  | $ | 40,614       |  | $ | 120,205  | 

F-9

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

4. CAPITAL ASSETS (Continued)

| |                                 |   |        |  |   | 2004         |  |   |          | 
| | ------------------------------- | - | ------ |  | - | ------------ |  | - | -------- | 
| |                                 |   |        |  |   | ACCUMULATED  |  |   | NET BOOK | 
| |                                 |   | COST   |  |   | AMORTIZATION |  |   | VALUE    | 
| |                                 |   |        |  |   |              |  |   |          | 
| | Computer equipment and software | $ | 24,993 |  | $ | 7,141        |  | $ | 17,852   | 
| | Furniture and fixtures          |   | 4,445  |  |   | 444          |  |   | 4,001    | 
| | Field equipment                 |   | 43,453 |  |   | 5,432        |  |   | 38,021   | 
| |                                 |   |        |  |   |              |  |   |          | 
| |                                 | $ | 72,891 |  | $ | 13,017       |  | $ | 59,874   | 

|5. | MINERAL PROPERTIES
|-- | ------------------
|   |                   
|   | a)                
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   | b)                
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   

F-10

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|5. | MINERAL PROPERTIES(Continued)
|-- | -----------------------------
|   |                              
|   | c)                           
|   |                              
|   |                              
|   |                              
|   |                              
|   |                              
|   |                              
|   |                              
|   | d)                           
|   |                              
|   |                              
|   |                              
|   |                              
|   |                              
|   | e)                           
|   |                              
|   |                              

F-11

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|5. | MINERAL PROPERTIES(Continued)
|-- | -----------------------------
|   |                              
|   | f)                           
|   |                              
|   |                              
|   |                              
|   |                              
|   |                              
|   | g)                           
|   |                              
|   |                              
|   |                              
|   |                              
|   |                              
|   | h)                           
|   |                              
|   |                              

F-12

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|5. | MINERAL PROPERTIES(Continued)
|-- | -----------------------------
|   |                              
|   | h)                           
|   |                              
|   |                              
|   |                              
|   | i)                           
|   |                              
|   |                              
|   |                              
|   |                              
|   |                              
|   | j)                           
|   |                              
|   |                              

F-13

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|5. | MINERAL PROPERTIES(Continued)
|-- | -----------------------------
|   |                              
|   | j)                           
|   |                              
|   |                              
|   |                              
|   | k)                           
|   |                              
|   |                              
|   |                              
|   |                              
|   |                              
|   | l)                           
|   |                              
|   |                              
|   |                              
|   | m)                           
|   |                              
|   |                              

F-14

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|5. | MINERAL PROPERTIES(Continued)
|-- | -----------------------------
|   |                              
|   | n)                           
|   |                              
|   |                              
|   |                              
|   | o)                           
|   |                              
|   |                              
|   |                              
|   | p)                           
|   |                              
|   |                              
|   |                              
|   | q)                           
|   |                              
|   |                              
|   |                              
|   |                              
|   |                              
|   | r)                           
|   |                              
|   |                              

F-15

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|6. | SHARE CAPITAL
|-- | -------------
|   |              
|   | a)           
|   |              
|   |              
|   |              
|   | b)           

| |                                                         |  | NUMBER          |  |   |               | 
| | ------------------------------------------------------- |  | --------------- |  | - | ------------- | 
| |                                                         |  | OF
      SHARES |  |   | CONSIDERATION | 
| |                                                         |  |                 |  |   |               | 
| | Balance, August 31, 2003                                |  | 10,300,760      |  | $ | 5,071,869     | 
| |                                                         |  |                 |  |   |               | 
| | Private placement of shares                             |  | 4,650,000       |  |   | 782,500       | 
| | Exercise of options  cash                              |  | 455,000         |  |   | 76,100        | 
| | Exercise of options  stock option valuation            |  | -               |  |   | 29,103        | 
| | Exercise of warrants  cash                             |  | 6,683,625       |  |   | 1,469,610     | 
| | Shares issued for commission pursuant to a private      |  |                 |  |   |               | 
| | placement                                               |  | 79,875          |  |   | -             | 
| |                                                         |  |                 |  |   |               | 
| | Balance, August 31, 2004                                |  | 22,169,260      |  |   | 7,429,182     | 
| |                                                         |  |                 |  |   |               | 
| | Private placement of shares (net of $80,142
      issue |  |                 |  |   |               | 
| | costs)                                                  |  | 2,900,000       |  |   | 1,949,858     | 
| | Exercise of options  cash                              |  | 164,000         |  |   | 39,660        | 
| | Exercise of options  stock option valuation            |  | -               |  |   | 71,674        | 
| | Exercise of warrants  cash                             |  | 3,535,500       |  |   | 1,003,450     | 
| |                                                         |  |                 |  |   |               | 
| | Balance, August 31, 2005                                |  | 28,768,760      |  | $ | 10,493,824    | 

| | c) | During the year ended August 31, 2004, the Company completed
        a private placement of 1,250,000 units at $0.17 per unit. Each unit consists
        of one common share and one share purchase warrant entitling the holder
        to purchase an additional common share at $0.23 per share to December
        7, 2005.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                 
| |    | During the year ended August 31, 2004, the Company completed
        a private placement of 400,000 units at $0.30 per unit. Each unit consists
        of one common share and one share purchase warrant entitling the holder
        to purchase an additional common share at $0.40 per share to December
        11, 2005. 

F-16

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|6. | SHARE CAPITAL (Continued)
|-- | -------------------------
|   |                          
|   |                          
|   |                          
|   | d)                       
|   |                          
|   |                          

| |  | NUMBER    |  | PRICE |      |             |           |        |                   
| |  | --------- |  | ----- | ---- | ----------- | --------- | ------ | ------------------
| |  | OF        |  | PER   |      |             |           | EXPIRY |                   
| |  | SHARES    |  | SHARE |      | EXERCISABLE |           | DATE   |                   
| |  |           |  |       |      |             |           |        |                   
| |  | 20,000    |  | $     | 0.14 |             | 20,000    |        | December 14, 2006 
| |  | 25,000    |  | $     | 0.65 |             | 25,000    |        | July 26, 2007     
| |  | 80,000    |  | $     | 0.20 |             | 80,000    |        | September 16, 2007
| |  | 436,000   |  | $     | 0.27 |             | 436,000   |        | June 18, 2008     
| |  | 250,000   |  | $     | 0.23 |             | 250,000   |        | November 7, 2008  
| |  | 150,000   |  | $     | 0.35 |             | 150,000   |        | December 8, 2008  
| |  | 1,615,000 |  | $     | 0.53 |             | 1,615,000 |        | February 9, 2009  
| |  | 1,975,000 |  | $     | 0.71 |             | 1,025,000 |        | February 17, 2010 
| |  | 75,000    |  | $     | 0.71 |             | 18,750    |        | April 20, 2010    
| |  |           |  |       |      |             |           |        |                   
| |  | 4,626,000 |  |       |      |             |           |        |                   

F-17

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|6. | SHARE CAPITAL(Continued)
|-- | ------------------------
|   |                         
|   | d)                      
|   |                         
|   |                         

| |                          |           |   |   | WEIGHTED |  
| | ------------------------ | --------- | - | - | -------- | -
| |                          |           |   |   | AVERAGE  |  
| |                          |           |   |   | EXERCISE |  
| |                          | SHARES    |   |   | PRICE    |  
| |                          |           |   |   |          |  
| | Balance, August 31, 2003 | 1,305,000 |   | $ | 0.22     |  
| |                          |           |   |   |          |  
| | Granted                  | 2,090,000 |   |   | 0.48     |  
| | Exercised                | (455,000  | ) |   | (0.17    | )
| | Cancelled                | (200,000  | ) |   | (0.30    | )
| |                          |           |   |   |          |  
| | Balance, August 31, 2004 | 2,740,000 |   |   | 0.42     |  
| |                          |           |   |   |          |  
| | Granted                  | 2,050,000 |   |   | 0.71     |  
| | Exercised                | (164,000  | ) |   | (0.24    | )
| |                          |           |   |   |          |  
| | Balance, August 31, 2005 | 4,626,000 |   | $ | 0.60     |  

| | e) | Stock Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | The Company has a stock option plan that provides for
        the issuance of options to its directors, officers, employees and consultants.
        The maximum number of outstanding options must be no more than 20% of
        the issued and outstanding shares at any point in time. During the year
        ended August 31, 2005, the Company recorded $894,800 (2004 - $801,439)
        in stock based compensation for options granted during the year.

F-18

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|6. | SHARE CAPITAL(Continued)
|-- | ------------------------
|   |                         
|   | e)                      
|   |                         
|   |                         

| |                                                   | 2005  |  | 2004  | 
| | ------------------------------------------------- | ----- |  | ----- | 
| |                                                   |       |  |       | 
| | Risk free interest rate                           | 2.9%  |  | 3.1%  | 
| | Expected life                                     | 3     |  | 3     | 
| | Expected volatility                               | 98%   |  | 137%  | 
| | Expected dividend yield                           | -     |  | -     | 
| | Weighted average of fair value of options granted | $0.44 |  | $0.38 | 

| | f) | Warrants                                                                                                             
| | -- | ---------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                      
| |    | As at August 31, 2005, share purchase warrants were
        outstanding for the purchase of common shares as follows:

| | NUMBER    |  | PRICE |      |        |                  
| | --------- |  | ----- | ---- | ------ | -----------------
| | OF        |  | PER   |      | EXPIRY |                  
| | SHARES    |  | SHARE |      | DATE   |                  
| |           |  |       |      |        |                  
| | 1,241,250 |  | $     | 0.20 |        | November 7, 2005 
| | 915,000   |  | $     | 0.23 |        | December 7, 2005 
| | 150,000   |  | $     | 0.40 |        | December 11, 2005
| | 25,000    |  | $     | 0.25 |        | January 9, 2006  
| | 75,000    |  | $     | 0.37 |        | February 6, 2006 
| | 25,000    |  | $     | 0.70 |        | November 23, 2006
| | 2,900,000 |  | $     | 0.90 |        | February 10, 2007
| |           |  |       |      |        |                  
| | 5,331,250 |  |       |      |        |                  

F-19

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|6. | SHARE CAPITAL(Continued)                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                 
|   | f) Warrants (Continued)                                                                                                                                                                         
|   |                                                                                                                                                                                                 
|   | The fair value of warrants issued for property acquisition
        payments was determined using the Black-Scholes option pricing model with
        the following weighted average assumptions:

| |                |  | 2005    |  |  | 2004    | 
| | -------------- |  | ------- |  |  | ------- | 
| |                |  |         |  |  |         | 
| | Volatility     |  | 102%    |  |  | 136%    | 
| | Estimated life |  | 1 years |  |  | 2 years | 
| | Risk free rate |  | 3.2%    |  |  | 3.1%    | 
| | Dividend yield |  | -       |  |  | -       | 

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

F-20

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|8. | INCOME TAXES
      The income taxes shown in the Statements of Operations
        and Deficit differ from the amounts obtained by applying statutory rates
        to the loss before income taxes due to the following:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                                                                                                                                                                                                                                                                                              |   | 2005       |   |   | 2004       |  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                                                                                                                                                                                                                                                                                                                              |   |            |   |   |            |  
| | Expected income tax recovery                                                                                                                                                                                                                                                                                                                 | $ | (750,000   | ) | $ | (690,000   | )
| | Temporary differences                                                                                                                                                                                                                                                                                                                        |   | 163,000    |   |   | 10,000     |  
| | Effect on change in tax rate                                                                                                                                                                                                                                                                                                                 |   | 31,000     |   |   | 20,000     |  
| | Foreign earnings subject to different tax rates                                                                                                                                                                                                                                                                                              |   | -          |   |   | 13,000     |  
| | Non-deductible permanent differences                                                                                                                                                                                                                                                                                                         |   | 450,000    |   |   | 435,000    |  
| | Change in valuation allowance                                                                                                                                                                                                                                                                                                                |   | 106,000    |   |   | 212,000    |  
| |                                                                                                                                                                                                                                                                                                                                              |   |            |   |   |            |  
| | Income tax provision                                                                                                                                                                                                                                                                                                                         | $ | -          |   | $ | -          |  
| |                                                                                                                                                                                                                                                                                                                                              |   |            |   |   |            |  
| | Future income taxes
        reflect the net tax effects of the temporary differences between the carrying
        amounts of assets and liabilities for financial reporting purposes and
        the amounts used for income tax purposes. Significant components of the
        Companys future tax assets as of August 31 are as follows: |  
|
|
| |                                                                                                                                                                                                                                                                                                                                              |   |            |   |   |            |  
| |                                                                                                                                                                                                                                                                                                                                              |   | 2005       |   |   | 2004       |  
| |                                                                                                                                                                                                                                                                                                                                              |   |            |   |   |            |  
| | Non-capital loss carry-forwards                                                                                                                                                                                                                                                                                                              | $ | 1,078,000  |   | $ | 867,000    |  
| | Share issue costs                                                                                                                                                                                                                                                                                                                            |   | 26,000     |   |   | 6,000      |  
| | Capital assets                                                                                                                                                                                                                                                                                                                               |   | 222,000    |   |   | 228,000    |  
| | Resource deductions                                                                                                                                                                                                                                                                                                                          |   | 14,000     |   |   | 5,000      |  
| | Total future assets                                                                                                                                                                                                                                                                                                                          |   | 1,340,000  |   |   | 1,106,000  |  
| | Valuation allowance                                                                                                                                                                                                                                                                                                                          |   | (1,340,000 | ) |   | (1,106,000 | )
| |                                                                                                                                                                                                                                                                                                                                              |   |            |   |   |            |  
| | Net future income tax asset                                                                                                                                                                                                                                                                                                                  | $ | -          |   | $ | -          |  

F-21

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|8. | INCOME TAXES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | For Canadian income tax purposes, the Company has approximately
        $73,000 of undeducted expenditures for tax purposes expiring through August
        2009 relating primarily to share issue costs, cumulative Canadian exploration
        and development expenses of approximately $622,000, which can be carried
        forward indefinitely, and approximately $2,225,000 of non-capital losses
        available for income tax purposes to reduce taxable income of future years
        that expire as follows:

| | 2006 |  | $ | 206,000   | 
| | ---- |  | - | --------- | 
| | 2007 |  |   | 134,000   | 
| | 2008 |  |   | 168,000   | 
| | 2009 |  |   | 279,000   | 
| | 2010 |  |   | 429,000   | 
| | 2014 |  |   | 810,000   | 
| | 2015 |  |   | 199,000   | 
| |      |  |   |           | 
| |      |  | $ | 2,225,000 | 

|   | The Company has non-capital loss carry forwards
        of approximately $721,000 which can be applied to reduce income earned
        in the United States which expire in 2005.
      The ability of the Company to use the losses that expire
        prior to 2025 may be impacted by the application of provisions contained
        in the Internal Revenue Code of the United States.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                             
|9. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                                                                                                                                                                                                          

F-22

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|9. | SUBSEQUENT EVENTS(Continued)
|-- | ----------------------------
|   |                             
|   | b)                          
|   |                             
|   | c)                          
|   |                             
|   | d)                          
|   |                             
|   | e)                          
|   |                             
|   | f)                          
|   |                             
|   | g)                          

F-23

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

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

| |                                             |   | 2005       |   |   | 2004       |   |   | 2003      |  
| | ------------------------------------------- | - | ---------- | - | - | ---------- | - | - | --------- | -
| |                                             |   |            |   |   |            |   |   |           |  
| | Net loss in accordance with Canadian        |   |            |   |   |            |   |   |           |  
| | GAAP                                        | $ | (1,937,922 | ) | $ | (2,048,055 | ) | $ | (512,726  | )
| | Deduct:                                     |   |            |   |   |            |   |   |           |  
| | Mineral property
      costs capitalized    |   |            |   |   |            |   |   |           |  
| | in the year
      and not written-down      |   | (309,631   | ) |   | (182,211   | ) |   | (176,945  | )
| | Deferred exploration
      expenditures     |   |            |   |   |            |   |   |           |  
| | capitalized
      in the year and not       |   |            |   |   |            |   |   |           |  
| | written-down                                |   | (230,301   | ) |   | (196,135   | ) |   | (196,716  | )
| | Add:                                        |   |            |   |   |            |   |   |           |  
| | Mineral property
      option payments      |   |            |   |   |            |   |   |           |  
| | received and
      credited against         |   |            |   |   |            |   |   |           |  
| | capitalized
      acquisition cost          |   | 121,085    |   |   | 59,143     |   |   | -         |  
| | Mineral property costs written
      off in |   |            |   |   |            |   |   |           |  
| | the
      period that would have been       |   |            |   |   |            |   |   |           |  
| | expensed in
      a prior period            |   | 24,505     |   |   | 280,242    |   |   | 34,839    |  
| | Deferred
      exploration costs written    |   |            |   |   |            |   |   |           |  
| | off in the
      period that would have     |   |            |   |   |            |   |   |           |  
| | been
      expensed in a prior period       |   | 7,187      |   |   | 335,429    |   |   | -         |  
| | Stock based compensation
      related      |   |            |   |   |            |   |   |           |  
| | to
      employee stock options             |   |            |   |   |            |   |   |           |  
| | granted during
      the year               |   | 629,258    |   |   | 700,053    |   |   | -         |  
| |                                             |   |            |   |   |            |   |   |           |  
| | Net loss in accordance with US GAAP         | $ | (1,695,819 | ) | $ | (1,051,534 | ) | $ | (851,548  | )
| |                                             |   |            |   |   |            |   |   |           |  
| |                                             |   | 2005       |   |   | 2004       |   |   | 2003      |  
| | Net loss per share - US GAAP                | $ | (0.07      | ) | $ | (0.06      | ) | $ | (0.11     | )
| | Weighted average shares outstanding         |   |            |   |   |            |   |   |           |  
| | - US GAAP                                   |   | 25,684,831 |   |   | 18,082,282 |   |   | 7,868,244 |  

F-24

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

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

| |                                           |   | 2005       |   |   | 2004       |   |   | 2003     |  
| | ----------------------------------------- | - | ---------- | - | - | ---------- | - | - | -------- | -
| |                                           |   |            |   |   |            |   |   |          |  
| | Cash flows from operating activities      |   |            |   |   |            |   |   |          |  
| | Net loss in accordance
      with US      |   |            |   |   |            |   |   |          |  
| | GAAP                                      | $ | (1,695,819 | ) | $ | (1,051,534 | ) | $ | (851,548 | )
| |                                           |   |            |   |   |            |   |   |          |  
| | Adjustments to reconcile loss to net      |   |            |   |   |            |   |   |          |  
| | cash used by operating activities         |   |            |   |   |            |   |   |          |  
| | Amortization                              |   | 27,597     |   |   | 11,238     |   |   | 1,779    |  
| | Shares issued for
      other than cash   |   |            |   |   |            |   |   |          |  
| | (Note 5(b))                               |   | 18,300     |   |   | -          |   |   | -        |  
| | Warrants issued
      for other than cash |   |            |   |   |            |   |   |          |  
| | (Note 5(c),
      (d), (e) and (f))       |   | -          |   |   | 70,020     |   |   | 42,819   |  
| | Stock based compensation                  |   | 265,542    |   |   | 101,386    |   |   | 54,148   |  
| | Acquisition of investments for non        |   |            |   |   |            |   |   |          |  
| | cash
      proceeds (Note 5(b))           |   | -          |   |   | (88,000    | ) |   | -        |  
| |                                           |   |            |   |   |            |   |   |          |  
| | Change in non-cash
      working capital  |   |            |   |   |            |   |   |          |  
| | items:                                    |   |            |   |   |            |   |   |          |  
| | Accounts
      receivable                 |   | (23,106    | ) |   | (1,560     | ) |   | (4,694   | )
| | Prepaid
      expenses                    |   | (59,851    | ) |   | (9,766     | ) |   | (16,052  | )
| | Accounts payable                          |   | 53,998     |   |   | 22,404     |   |   | (14,661  | )
| |                                           |   | (1,413,309 | ) |   | (945,812   | ) |   | (749,499 | )
| |                                           |   |            |   |   |            |   |   |          |  
| | Cash flows from investing activities      |   |            |   |   |            |   |   |          |  
| | Capital assets                            |   | (87,928    | ) |   | (61,030    | ) |   | (11,861  | )
| |                                           |   |            |   |   |            |   |   |          |  
| | Cash flows from financing activities      |   |            |   |   |            |   |   |          |  
| | Issue of share capital                    |   | 3,073,110  |   |   | 2,328,210  |   |   | 790,255  |  
| | Share issue costs                         |   | (80,142    | ) |   | -          |   |   | (5,750   | )
| | Special warrant subscriptions             |   |            |   |   |            |   |   |          |  
| | received                                  |   | -          |   |   | -          |   |   | -        |  
| | Loan payable                              |   | -          |   |   | -          |   |   | -        |  
| |                                           |   | 2,992,968  |   |   | 2,328,210  |   |   | 784,505  |  
| |                                           |   |            |   |   |            |   |   |          |  
| | Increase in cash                          | $ | 1,491,731  |   | $ | 1,321,368  |   | $ | 23,145   |  

F-25

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

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

| |                                        |   | 2005      |   |   | 2004      |   |   | 2003      |  
| | -------------------------------------- | - | --------- | - | - | --------- | - | - | --------- | -
| | Shareholders equity - Canadian GAAP   |   |           |   |   |           |   |   |           |  
| |                                        | $ | 4,122,293 |   | $ | 2,154,147 |   | $ | 1,002,533 |  
| | Mineral properties and deferred        |   |           |   |   |           |   |   |           |  
| | exploration expenditures (i)           |   | (783,234  | ) |   | (396,079  | ) |   | (692,547  | )
| | Unrealized gains on available for sale |   |           |   |   |           |   |   |           |  
| | securities (ii)                        |   | 159,500   |   |   | 627,000   |   |   | -         |  
| |                                        |   |           |   |   |           |   |   |           |  
| | Shareholders equity  US GAAP         | $ | 3,498,559 |   | $ | 2,385,068 |   | $ | 309,986   |  

| |                                                                |   | 2005     |   |   | 2004     |  
| | -------------------------------------------------------------- | - | -------- | - | - | -------- | -
| | Mineral properties and deferred exploration
      expenditures |   |          |   |   |          |  
| |  Canadian GAAP                                                | $ | 783,234  |   | $ | 396,079  |  
| | Mineral properties and deferred exploration
      expenditures |   |          |   |   |          |  
| | expensed per US GAAP                                           |   | (783,234 | ) |   | (396,079 | )
| | Mineral properties and deferred exploration
      expenditures |   |          |   |   |          |  
| |  US GAAP                                                      | $ | -        |   | $ | -        |  

| | i)  | Mineral Property Interests and Exploration Expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | Under Canadian GAAP, companies have the option to capitalize
        mineral property acquisition costs and exploration expenditures until
        such time as it is determined that further work is not warranted, at which
        point deferred property costs would be written off. In accordance with
        Emerging Issues Task Force (EITF) No. 04-02  Whether
        Mineral Rights are Tangible or Intangible Assets, the Company has
        capitalized mineral property acquisition costs for United States GAAP.
        Exploration expenditures are expensed until an independent feasibility
        study has determined that the property is capable of commercial production.
        At the Companys current stage of exploration no economically recoverable
        reserves have been identified on any of its properties. Accordingly, under
        US GAAP, all mineral property acquisition costs have been capitalized
        and written down and all exploration costs are expensed as they are incurred.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ii) | Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | The Company has no held-to-maturity debt securities
        or trading securities. The Companys investments are classified as
        available-for-sale investments and carried at cost for Canadian GAAP purposes.
        For US GAAP purposes, holding gains and losses are reported as a separate
        component of shareholders equity until realized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-26

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

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

| | August 31, 2005     |  |         |  |   |            |  
| | ------------------- |  | ------- |  | - | ---------- | -
| | Loss for the year  |  | US GAAP |  | $ | (2,325,077 | )
| | Loss per share      |  |         |  |   | (0.09      | )
| |                     |  |         |  |   |            |  
| | August 31, 2004     |  |         |  |   |            |  
| | Loss for the year  |  | US GAAP |  |   | (1,751,587 | )
| | Loss per share      |  |         |  |   | (0.10      | )
| |                     |  |         |  |   |            |  
| | August 31, 2003     |  |         |  |   |            |  
| | Loss for the year  |  | US GAAP |  |   | (1,000,638 | )
| | Loss per share      |  |         |  |   | (0.13      | )

F-27

---

MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

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

F-28

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MIRANDA GOLD CORP.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

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

F-29

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Schedule 1

MIRANDA GOLD CORP.(An Exploration Stage Company)

CONSOLIDATED SCHEDULE OF MINERAL PROPERTIES AND DEFERRED EXPLORATION
  EXPENDITURES

YEARS ENDED AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|                      |   | MINERAL
      PROPERTIES |  |   |             | EXPLORATION
      EXPENDITURES |  
|--------------------- | - | ------------------------ |  | - | ----------- | ------------------------------ | -
|                      |   | Balance                  |  |   |             |                                |  
|                      |   | August 31                |  |   | Acquisition |                                |  
|                      |   | 2004                     |  |   | Costs       |                                |  
|                      |   |                          |  |   |             |                                |  
|Imperial Mines &      |   |                          |  |   |             |                                |  
|Hercules              |   |                          |  |   |             |                                |  
|Properties (c)        | $ | -                        |  | $ | -           |                                | $
|Troy Property (e)     |   | 15,403                   |  |   | 7,649       |                                |  
|Redlich Property (f)  |   | -                        |  |   | 7,649       |                                |  
|Bald Peak Property    |   |                          |  |   |             |                                |  
|(g)                   |   | 24,505                   |  |   | -           |                                |  
|Red Canyon            |   |                          |  |   |             |                                |  
|Property (h)          |   | 69,371                   |  |   | -           |                                |  
|BPV Property (i)      |   | 8,611                    |  |   | -           |                                |  
|CONO Property (i)     |   | 8,611                    |  |   | -           |                                |  
|Coal Canyon           |   |                          |  |   |             |                                |  
|Property (j)          |   | 8,611                    |  |   | -           |                                |  
|Red Hill Property (k) |   | 8,612                    |  |   | 7,525       |                                |  
|Fuse Property (l)     |   | 33,549                   |  |   | 29,793      |                                |  
|JDW Property (m)      |   | 13,826                   |  |   | 7,891       |                                |  
|ETTU Property (n)     |   | 6,514                    |  |   | 19,411      |                                |  
|Horse Mountain        |   |                          |  |   |             |                                |  
|Property (o)          |   | -                        |  |   | 48,183      |                                |  
|Dame Property (p)     |   | -                        |  |   | 72,584      |                                |  
|Iron Point Property   |   |                          |  |   |             |                                |  
|(q)                   |   | -                        |  |   | 66,806      |                                |  
|Angel Wing            |   |                          |  |   |             |                                |  
|Property (r)          |   | -                        |  |   | 42,140      |                                |  
|                      |   |                          |  |   |             |                                |  
|Total                 | $ | 197,613                  |  | $ | 309,631     |                                | $

F-30

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MIRANDA GOLD CORP.(An Exploration Stage Company)

CONSOLIDATED SCHEDULE OF MINERAL PROPERTIES AND DEFERRED EXPLORATION
  EXPENDITURES (Continued)

YEARS ENDED AUGUST 31, 2005 AND 2004(Stated in Canadian Dollars)

|                          |   | MINERAL
      PROPERTIES |  |   |             | EXPLORATION
      EXPENDITURES |  
|------------------------- | - | ------------------------ |  | - | ----------- | ------------------------------ | -
|                          |   |                          |  |   |             |                                |  
|                          |   |                          |  |   |             |                                |  
|                          |   | Balance                  |  |   |             |                                |  
|                          |   | August 31                |  |   | Acquisition |                                |  
|                          |   | 2003                     |  |   | Costs       |                                |  
|                          |   |                          |  |   |             |                                |  
|Secret Basin Property (a) | $ | 16,908                   |  | $ | -           |                                | $
|Otish Mountains           |   |                          |  |   |             |                                |  
|Property (b)              |   | 197,919                  |  |   | -           |                                |  
|Imperial Mine & Hercules  |   |                          |  |   |             |                                |  
|Properties (c)            |   | 39,623                   |  |   | 36,134      |                                |  
|Blackrock & Cold Springs  |   |                          |  |   |             |                                |  
|Properties (d)            |   | 39,618                   |  |   | -           |                                |  
|Troy Property (e)         |   | 8,489                    |  |   | 6,914       |                                |  
|Redlich Property (f)      |   | 8,490                    |  |   | 6,913       |                                |  
|Bald Peak Property (g)    |   | -                        |  |   | 24,505      |                                |  
|Red Canyon Property (h)   |   | -                        |  |   | 69,371      |                                |  
|BPV Property (i)          |   | -                        |  |   | 8,611       |                                |  
|CONO Property (i)         |   | -                        |  |   | 8,611       |                                |  
|Coal Canyon Property (j)  |   | -                        |  |   | 8,611       |                                |  
|Red Hill Property (k)     |   | -                        |  |   | 8,612       |                                |  
|Fuse Property (l)         |   | -                        |  |   | 33,549      |                                |  
|JDW Property (m)          |   | -                        |  |   | 13,826      |                                |  
|ETTU Property (n)         |   | -                        |  |   | 6,514       |                                |  
|                          |   |                          |  |   |             |                                |  
|Total                     | $ | 311,047                  |  | $ | 232,171     |                                | $

F-31

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ITEM 18                  FINANCIAL
  STATEMENTS

The Company has elected to provide financial statements
pursuant to Item 17.

ITEM
19                  EXHIBITS

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

Exhibit Number
    Description1.1
    Transition Application and Notice
          of Articles effective September 22, 2005 (2)1.2
    Notice of Alteration filed September
          22, 2005 (2)1.3
    Articles (2)10.1
    Revised Mining Lease agreement dated May 27, 2004 on the
      Coal Canyon property between Nevada North Resources and Miranda U.S.A.,
      Inc. (1)10.2
    Revised Mining Lease agreement dated May 27, 2004 on the
      CONO property between Nevada North Resources and Miranda U.S.A., Inc.
      (1)10.3
    Revised Mining Lease agreement dated May 27, 2004 on the
      Red Hill property between Nevada North Resources and Miranda U.S.A., Inc.
      (1)


55

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10.4
    Revised Mining Lease agreement dated May 27, 2004 on the
      BPV property between Nevada North Resources and Miranda U.S.A., Inc.
      (1)10.5
    Mining Lease Agreement dated November 23, 2004 on the
      Horse Mountain Property between Bruce W. Miller and Miranda U.S.A., Inc.
      (1)10.6
    On March 4, 2004 the Company
          entered into an exploration with an option to form a joint venture on
          the Redlich project with Newcrest Resources Inc. (2)10.7
    On October 13, 2004 the Company
          entered into an exploration with an option to form a joint venture on
          the Red Canyon project with Newmont Mining Corporation (2)10.8
    On April 6, 2005 (amended April
          8, 2005) the Company entered into an into an exploration agreement with
          an option to form a joint venture on the Coal Canyon project with Golden
          Aria Corp.(2)10.9
    In April 2005 the Company signed
          a letter of intent to joint venture its BPV and CONO projects with Agnico-Eagle
          (USA), Ltd. (2)10.10
    On September 2, 2005 the Company
          entered into an exploration agreement with an option to form a joint
          venture on the Horse Mountain Property with Barrick Gold Exploration
          Inc. (2)10.11
    In October 2005 the Company
          entered into an exploration agreement with an option to form a joint
          venture on the Fuse East Project with Placer Dome U.S., Inc.(2)10.12
    On October 27, 2005 the Company
          entered into a Mining Lease Agreement on the Angel Wing Property
          (2)10.13
    On October 27, 2004 (amended
          November 17, 2005) the Company entered into an exploration with an option
          to form a joint venture on the Red Hill project with Placer Dome U.S.
          Inc. (2)10.14
    In November 2005, the Company
          signed an exploration with an option to form a joint venture on the
          Fuse West project with Placer Dome U.S., Inc.(2)12.1
    Certification of CEO Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002; (2)12.2
    Certification of CFO Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002; (2)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. (2)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. (2)


56

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|(1) | Previously filed with the Securities and Exchange
      Commission as an Exhibit to the Form 20-F filed January 20,
  2004;
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(2) | Filed as an exhibit to this annual report on Form
    20F.
|--- | ----------------------------------------------------------



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:**                           | Aileen Lloyd | 
|--------------------------------- | -------------- | 
|                                  |                | 
|Aileen Lloyd, Corporate Secretary |               
|                                  |                | 
|Date: March 13, 2006              |               

57

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EXHIBIT INDEX

|Exhibit | Exhibit Description                                                                                                                                                                                                   
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                       
|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(2)                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                       
|10.6    | On
        March 4, 2004 the Company entered into an exploration with an option to
        form a joint venture on the Redlich project with Newcrest Resources Inc.
        (2)                                       
|        |                                                                                                                                                                                                                       
|10.7    | On October 13, 2004 the Company
        entered into an exploration with an option to form a joint venture on
        the Red Canyon project with Newmont Mining Corporation(2)                                       
|        |                                                                                                                                                                                                                       
|10.8    | On
        April 6, 2005 (amended April 8, 2005) the Company entered into an into
        an exploration agreement with an option to form a joint venture on the
        Coal Canyon project with Golden Aria Corp.(2)
|        |                                                                                                                                                                                                                       
|10.9    | In
        April 2005 the Company signed a letter of intent to joint venture its
        BPV and CONO projects with Agnico-Eagle (USA), Ltd. (2)                                                                      
|        |                                                                                                                                                                                                                       
|10.10   | On
        September 2, 2005 the Company entered into an exploration agreement with
        an option to form a joint venture on the Horse Mountain Property with
        Barrick Gold Exploration Inc.(2)            
|        |                                                                                                                                                                                                                       
|10.11   | In
        October 2005 the Company entered into an exploration agreement with an
        option to form a joint venture on the Fuse East Project with Placer Dome
        U.S., Inc. (2)                             
|        |                                                                                                                                                                                                                       
|10.12   | On
        October 27, 2005 the Company entered into a Mining Lease Agreement on
        the Angel Wing Property (2)                                                                                                  
|        |                                                                                                                                                                                                                       
|10.13   | On
        October 27, 2004 (amended November 17, 2005) the Company entered into
        an exploration with an option to form a joint venture on the Red Hill
        project with Placer Dome U.S. Inc. (2)         
|        |                                                                                                                                                                                                                       
|10.14   | In
        November 2005, the Company signed an exploration with an option to form
        a joint venture on the Fuse West project with Placer Dome U.S., Inc.
        (2)                                           
|        |                                                                                                                                                                                                                       
|12.1    | Certification
        of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;
        (2)                                                                                                                   
|        |                                                                                                                                                                                                                       
|12.2    | Certification
        of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;
        (2)                                                                                                                   

58

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|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.(2)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                   
|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. (2)

59

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