UNITED STATES

Securities
and Exchange Commission

Washington,
DC 20549



Form
20-F/A

(Amendment No. 1)





|[ ]                                                                                                                                                                            | Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934                     |                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------ | ---------------
|Or                                                                                                                                                                             |                                                                                                                   
|[X]                                                                                                                                                                            | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934                               |                
|                                                                                                                                                                               | For the Fiscal Year Ended                                                                                          | AUGUST 31, 2016
|Or                                                                                                                                                                             |                                                                                                                   
|[ ]                                                                                                                                                                            | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934                          |                
|Or                                                                                                                                                                             |                                                                                                                   
|[   ]                                                                                                                                                                          | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934                        |                
|                                                                                                                                                                               |                                                                                                                    |                
|Date of event requiring this shell company report                                                                                                                              |                                                                                                                   
|                                                                                                                                                                               |                                                                                                                    |                
|                                                                                                                                                                               | for the transition period
        from ______________ to _________________                                         |                
|Commission
        File Number:                                                                                                                                                | 000-27760                                                                                                          |                
|                                                                                                                                                                               |                                                                                                                    |                
|MIRANDA GOLD CORP.                                                                                                                                                             |                                                                                                                   
|(Exact Name of Registrant As Specified In Its Charter)                                                                                                                         |                                                                                                                   
|Not Applicable                                                                                                                                                                 |                                                                                                                   
|(Translation of Registrant’s Name Into English)                                                                                                                                |                                                                                                                   
|BRITISH COLUMBIA, CANADA                                                                                                                                                       |                                                                                                                   
|(Jurisdiction of Incorporation or Organization)                                                                                                                                |                                                                                                                   
|15381 – 36th Avenue, South Surrey, British Columbia, Canada, V3Z 0J5                                                                                                           |                                                                                                                   
|(Address of Principal Executive Offices)                                                                                                                                       |                                                                                                                   
|Len Goldsmith, +1-604-417-4653 (telephone)
        +1-604-648-8706 (facsimile),
        
        
        15381 – 36th Avenue, South Surrey, British Columbia, Canada, V3Z 0J5 |                                                                                                                   
|(Name, telephone number, e-mail  and address of company contact person)                                                                                                        |                                                                                                                   
|                                                                                                                                                                               |                                                                                                                    |                
|                                                                                                                                                                               | Title of Each Class                                                                                                |                
|                                                                                                                                                                               | Not Applicable                                                                                                     |                
|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.
|                                                                                                                                                                               | None                                                                                                              
|                                                                                                                                                                               | (Title of Class)                                                                                                  
|                                                                                                                                                                               |                                                                                                                    |                









|Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common shares as of the close of the period covered by the annual report.                                                                                                                                                                                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|103,380,807 Common Shares, without par value                                                                                                                                                                                                                                                                                                                                    
|Indicate by check mark whether the registrant is a well known seasoned
        issuer, as defined in Rule 405 of the Securities Act.                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                
|If this report is an annual or transition report, indicate by check
        mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                
|Note – Checking the box above will not relieve any registrant
        required to filed reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those
        Sections.                                                                                                                                                     
|Indicate by check mark whether the registrant (1) has filed all
        reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
        such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
        for the past 90 days.
|                                                                                                                                                                                                                                                                                                                                                                                
|Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every  Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the                                                                                                          
|preceding
        12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
         N/A                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                
|Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one)                                                                                                                                
|Large accelerated
        filer  Accelerated filer  Non-accelerated filer X                                                                                                                                                                                                                                                                                                   
|Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                
|U.S. GAAP                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                
|Indicate by check mark which financial statement item the registrant
        has elected to follow.                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                
|If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of this Exchange Act).                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                
|(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)                                                                                                                                                                                                                                                                                      
|Indicate by check mark whether the registrant has filed all documents and reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.                                                                                                                                 
|N/A                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                

i





EXPLANATORY NOTE



This Amendment No. 1 on Form 20-F/A
(the “Amendment No. 1”) to the annual report on Form 20-F for Miranda Gold Corp. (the “Company”) for
the fiscal year ended August 31, 2016 filed on  December 19, 2016 (the “2016 Form 20-F”) is being filed for
the purpose of providing the Financials as they where not attached to the bottom of the 20-F that was filed. Attached after
this note is the missing Financials as requested by SEC.



































CONSOLIDATED
FINANCIAL STATEMENTS







For
the years ended August 31, 2016, 2015 and 2014



(Stated
in Canadian dollars)





















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM







To the Shareholders and Directors of

Miranda Gold Corp.





We have audited the accompanying consolidated
financial statements of Miranda Gold Corp., which comprise the consolidated statements of financial position as of August 31, 2016
and 2015, and the related consolidated statements of loss and comprehensive loss, changes in equity, and cash flows for the years
ended August 31, 2016, 2015, and 2014 and a summary of significant accounting policies and other explanatory information.



Management’s Responsibility for the
Consolidated Financial Statements



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



Auditors’ Responsibility



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



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



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



Opinion



In our opinion, these consolidated financial
statements present fairly, in all material respects, the financial position of Miranda Gold Corp. as at August 31, 2016 and 2015
and its financial performance and its cash flows for the years ended August 31, 2016, 2015 and 2014 in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board.





“DAVIDSON & COMPANY LLP”





Vancouver, Canada 		                                                                                                                      Chartered Professional
Accountants



December 15, 2016





















MIRANDA
GOLD CORP.



CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION

(Stated in Canadian dollars)





|                                         |  | Note | August 31,
        2016 | August 31,
        2015
|---------------------------------------- |  | ---- | ----------------------- | -----------------------
|                                         |  |      |                         |                        
|ASSETS                                   |  |      |                         |                        
|Current                                  |  |      |                         |                        
|Cash                                     |  | 5    | $        4,048,000      | $	2,901,091            
|Amounts receivable                       |  | 6    | 4,573                   | 38,337                 
|Marketable securities                    |  | 7    | 40,000                  | 122,000                
|Advances and prepaid expenses            |  | 8    | 152,224                 | 88,053                 
|                                         |  |      | 4,244,797               | 3,149,481              
|                                         |  |      |                         |                        
|Equipment                                |  | 9    | 67,918                  | 115,327                
|Exploration and evaluation assets        |  | 10   | 349,184                 | 364,733                
|                                         |  |      |                         |                        
|                                         |  |      | $	4,661,899             | $	3,629,541            
|                                         |  |      |                         |                        
|                                         |  |      |                         |                        
|LIABILITIES AND SHAREHOLDERS' EQUITY     |  |      |                         |                        
|Current                                  |  |      |                         |                        
|Accounts payable and accrued liabilities |  | 11   | $	122,155               | $	300,739              
|                                         |  |      |                         |                        
|Shareholders’ Equity                     |  |      |                         |                        
|Share capital                            |  | 12   | 31,148,478              | 29,676,003             
|Stock-based reserve                      |  |      | 6,873,431               | 6,781,206              
|Warrant reserves                         |  |      | 5,155,664               | 4,074,064              
|Accumulated other comprehensive loss     |  |      | (64,811)                | (105,605)              
|Deficit                                  |  |      | (38,573,018)            | (37,096,866)           
|                                         |  |      | 4,539,744               | 3,328,802              
|                                         |  |      |                         |                        
|                                         |  |      | $	4,661,899             | $	3,629,541            



Nature
and continuance of operations                          	1

Subsequent
events	                                                10 &18



Approved for issue by the Board of
Directors on December 15, 2016.



They are signed on the Company’s
behalf by:





|“Joseph P. Hebert”         |  | “Kevin Nishi”        
|-------------------------- |  | ---------------------
|Joseph P. Hebert, Director |  | Kevin Nishi, Director











MIRANDA
GOLD CORP.



CONSOLIDATED STATEMENTS
OF LOSS

AND COMPREHENSIVE
LOSS

(Stated in Canadian dollars)



|                                                                                |      | Year Ended August 31,
|------------------------------------------------------------------------------- | ---- | ---------------------
|                                                                                | Note | 2016                 
|                                                                                |      |                      
|Expenses                                                                        |      |                      
|Consulting fees                                                                 | 13   | $       133,772      
|Depreciation                                                                    |      | 28,002               
|Directors’ fees                                                                 |      | 40,248               
|Exploration and evaluation expenditures                                         | 10   | 962,151              
|Exploration and evaluation
        expenditure
        recoveries               | 10   | (438,180)            
|Exploration and evaluation recoveries                                           | 10   | -                    
|Foreign exchange                                                                |      | (128,008)            
|Insurance                                                                       |      | 29,491               
|Investor relations                                                              |      | 53,733               
|Management fees earned                                                          |      | -                    
|Office, rent, telephone, sundry                                                 |      | 70,055               
|Professional fees                                                               |      | 70,106               
|Stock-based compensation                                                        | 12   | 92,225               
|Travel and promotion                                                            |      | 55,681               
|Transfer agent, filing and regulatory                                           |      | 36,761               
|Wages and benefits                                                              |      | 333,427              
|                                                                                |      | (1,339,464)          
|                                                                                |      |                      
|Interest income                                                                 |      | 2,231                
|Loss on sale of equipment                                                       |      | (2,075)              
|Loss on sale of marketable securities                                           | 4    | (5,554)              
|Write-off of exploration and evaluation assets                                  | 10   | (131,290)            
|                                                                                |      | (136,688)            
|Loss for the year                                                               |      | (1,476,152)          
|                                                                                |      |                      
|Items that are or may be
        reclassified to profit or
        loss         |      |                      
|Marketable securities, net change to fair value                                 |      | 32,000               
|Marketable securities, reclassified
        to profit
        or loss           |      | 33,792               
|Foreign currency translation
        differences for
        foreign operations |      | (24,998)             
|Comprehensive loss for the year                                                 |      | $ (1,435,358)        
|Basic and diluted loss per share                                                |      | $         (0.02)     
|Weighted average number of
        shares outstanding                           |      | 79,733,963           





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









MIRANDA GOLD CORP.



CONSOLIDATED STATEMENTS
OF CASH FLOWS

(Stated in Canadian dollars)







|                                                                         | Year ended August 31,
|------------------------------------------------------------------------ | ---------------------
|                                                                         | 2016                 
|                                                                         |                      
|CASH FLOWS FROM OPERATING ACTIVITIES                                     |                      
|Loss for the year                                                        | $   (1,476,152)      
|                                                                         |                      
|Items not involving cash:                                                |                      
|Depreciation                                                             | 28,002               
|Unrealized foreign exchange gain                                         | (15,461)             
|Write-off of exploration and evaluation assets                           | 131,290              
|Shares received as exploration
        and evaluation
        recoveries | -                    
|Stock-based compensation                                                 | 92,225               
|Loss on disposal of equipment                                            | 2,075                
|Loss on sale of marketable securities                                    | 5,554                
|                                                                         |                      
|Changes in non-cash working capital balances:                            |                      
|Amounts receivable                                                       | 33,764               
|Advances and prepaid expenses                                            | (64,171)             
|Accounts payable and accrued liabilities                                 | (178,584)            
|                                                                         | (1,441,458)          
|                                                                         |                      
|CASH FLOWS FROM INVESTING ACTIVITIES                                     |                      
|Exploration and evaluation asset acquisitions                            | (289,442)            
|Exploration and evaluation asset recoveries                              | 172,154              
|Proceeds from sale of equipment                                          | 17,420               
|Proceeds from sale of marketable securities                              | 142,238              
|Equipment purchases                                                      | (1,681)              
|                                                                         | 40,689               
|                                                                         |                      
|CASH FLOWS FROM FINANCING ACTIVITIES                                     |                      
|Shares issued                                                            | 2,622,650            
|Share issue costs                                                        | (68,575)             
|                                                                         | 2,554,075            
|Effect of foreign exchange on cash                                       | (6,397)              
|Change in cash during the year                                           | 1,146,909            
|Cash, beginning of year                                                  | 2,901,091            
|Cash, end of year                                                        | $   4,048,000        



Supplemental disclosure
with respect to cash flows – Note 16





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









MIRANDA
GOLD CORP.



CONSOLIDATED STATEMENTS
OF CHANGES IN EQUITY

(Stated in Canadian dollars)







|                                                                     |                         |                 | Reserves            | Other compprehensive
        income (loss) |                         |                                                   
|-------------------------------------------------------------------- | ----------------------- | --------------- | ------------------- | ------------------------------------------ | ----------------------- | --------------------------------------------------
|                                                                     | Number of Common Shares | Share Capital   | Stock-based Reserve | Warrant Reserve                            | Foreign exchage reserve | Unrealized gains / losses on marketable securities
|Balance, August 31, 2015                                             | 74,240,252              | $    29,676,003 | $      6,781,206    | $    4,074,064                             | $      (61,413)         | $        (44,192)                                 
|Private placement                                                    | 29,140,555              | 1,541,050       | -                   | 1,081,600                                  | -                       | -                                                 
|Share issue costs                                                    | -                       | (68,575)        | -                   | -                                          | -                       | -                                                 
|Stock-based compensation                                             | -                       | -               | 92,225              | -                                          | -                       | -                                                 
|Marketable securities
        reclassified
        to profit or loss | -                       | -               | -                   | -                                          | -                       | 33,792                                            
|Loss and comprehensive loss                                          | -                       | -               | -                   | -                                          | (24,998)                | 32,000                                            
|Balance, August 31, 2016                                             | 103,380,807             | $    31,148,478 | $      6,873,431    | $    5,155,664                             | $     (86,411)          | $       21,600                                    





|                                                                                          |                         |                 | Reserves            | Other compprehensive
        income (loss) |                         |                                                   
|----------------------------------------------------------------------------------------- | ----------------------- | --------------- | ------------------- | ------------------------------------------ | ----------------------- | --------------------------------------------------
|                                                                                          | Number of Common Shares | Share Capital   | Stock-based Reserve | Warrant Reserve                            | Foreign exchage reserve | Unrealized gains / losses on marketable securities
|Balance, August 31, 2014                                                                  | 74,140,252              | $    29,667,503 | $      6,648,899    | $    4,074,064                             | $      (37,703)         | $        (56,105)                                 
|Fair value of shares issued
        pursuant
        to a joint venture
        agreement | 100,000                 | 8,500           | -                   | -                                          | -                       | -                                                 
|Stock-based compensation                                                                  | -                       | -               | 132,307             | -                                          | -                       | -                                                 
|Marketable securities
        reclassified
        to profit or loss                      | -                       | -               | -                   | -                                          | -                       | 24,063                                            
|Loss and comprehensive loss                                                               | -                       | -               | -                   | -                                          | (23,710)                | (12,150)                                          
|Balance, August 31, 2015                                                                  | 74,240,252              | $    29,676,003 | $      6,781,206    | $    4,074,064                             | $     (61,413)          | $       (44,192)                                  





|                                                                                          |                         |                 | Reserves            | Other compprehensive
        income (loss) |                         |                                                   
|----------------------------------------------------------------------------------------- | ----------------------- | --------------- | ------------------- | ------------------------------------------ | ----------------------- | --------------------------------------------------
|                                                                                          | Number of Common Shares | Share Capital   | Stock-based Reserve | Warrant Reserve                            | Foreign exchage reserve | Unrealized gains / losses on marketable securities
|Balance, August 31, 2013                                                                  | 74,040,252              | $    29,652,503 | $      6,535,486    | $    4,074,064                             | $      (23,224)         | $       (117,255)                                 
|Fair value of shares issued
        pursuant
        to a joint venture
        agreement | 100,000                 | 15,000          | -                   | -                                          | -                       | -                                                 
|Stock-based compensation                                                                  | -                       | -               | 113,413             | -                                          | -                       | -                                                 
|Marketable securities
        reclassified
        to profit or loss                      | -                       | -               | -                   | -                                          | -                       | 38,000                                            
|Loss and comprehensive loss                                                               | -                       | -               | -                   | -                                          | (14,479)                | 23,150                                            
|Balance, August 31, 2014                                                                  | 74,140,252              | $    29,667,503 | $      6,648,899    | $    4,074,064                             | $      (37,703)         | $       (56,105)                                  
|                                                                                          |                         |                 |                     |                                            |                         |                                                   
|                                                                                          |                         |                 |                     |                                            |                         |                                                   





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











Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)







| | 1. | NATURE AND CONTINUANCE OF OPERATIONS
| | -- | ------------------------------------



Miranda Gold Corp. (“Miranda”
or the “Company”) is a publicly traded company incorporated under the laws of the Province of British Columbia, Canada.
The Company’s shares are listed on the TSX Venture Exchange (“TSX-V”). The corporate head office of the Company
is 15381 – 36th Avenue, South Surrey, BC, Canada, V3Z 0J5. The Company is engaged in the identification, acquisition,
exploration and, if warranted, development of exploration and evaluation assets in the United States and Colombia. The consolidated
financial statements of the Company as at and for the year ended August 31, 2016, comprise the Company and its subsidiaries (Note
3). The Company is considered to be in the exploration stage, as it has not placed any of its exploration and evaluation assets
into production.



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



The operations of the Company will
require various licenses and permits from various governmental authorities that are, or may be granted subject to various conditions
and may be subject to renewal from time to time. There can be no assurance that the Company will be able to comply with such conditions
and obtain or retain all necessary licenses and permits that may be required to carry out exploration, development and mining operations
at its projects. Failure to comply with these conditions may render the licences liable to forfeiture.



These consolidated financial statements
are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities
in the normal course of business in the foreseeable future. Management estimates that the Company’s cash on hand at August
31, 2016, is sufficient to finance exploration activities and operations through the next twelve months or longer. The Company’s
ability to continue on a going concern basis beyond the next twelve months depends on its ability to successfully raise additional
financing for the substantial capital expenditures required to achieve planned principal operations. While the Company has been
successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future
or that such financing will be on terms acceptable to the Company.



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



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



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



These consolidated financial statements
have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International
Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee
("IFRIC"). The policies applied in these financial statements are based on the IFRS issued and outstanding as at August
31, 2016.



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



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



1





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)







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



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



The presentation currency of the
Company is the Canadian dollar.



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



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



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



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



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



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



Estimated useful lives of equipment



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



Share-based compensation



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



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



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



Carrying value and the recoverability
of exploration and evaluation assets



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



2





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)







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



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



Recovery of deferred tax assets



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



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



The Company
has not recorded any deferred tax assets.



Determination of functional currency



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



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



Principles
of consolidation



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



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



(1)
– the option partners’ shares are subject to forfeiture, refer to Note 10



3





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









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



Determination
of control by one entity over another



Subsidiaries
are entities controlled by the Company and are consolidated. Investments in associates and joint ventures are those entities in
which the Company has significant influence, but not control or joint control, and are accounted for using the equity method.



As
at September 1, 2015, Miranda owned a notional 40% interest in the Red Canyon Project limited liability company (“RCP LLC”)
(refer to Note 10(f)). If an investor holds 20% or more of the voting power of the investee, it is presumed that the investor has
significant influence over the investee, unless it can be clearly demonstrated that this is not the case. The Company used its
judgment to determine that it has neither significant influence nor control over RCP LLC.



Foreign
currency translation



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



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



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



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



Equipment



Equipment
is recorded at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is recognized in operations
on a declining balance basis or straight-line basis, over the estimated useful lives of each asset or component part of an item
of equipment, the choice is dependant on which most closely reflects the expected pattern of consumption of the future economic
benefits embodied in the asset. For Colombia assets, the estimated useful lives for the current and comparative periods range from
three to five years, straight-line. For Canadian and US assets, depreciation is taken on a declining balance basis, with depreciation
rates ranging from 15% to 100%.



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





4





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









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



Exploration
and evaluation assets and expenditures



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



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



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



Restoration,
rehabilitation and environmental obligations



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



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



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



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



5







Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









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



Impairment



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



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



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



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



Provisions



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



Financial
assets



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



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



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



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



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

6





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









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



Financial
assets(continued)



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



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



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



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



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



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



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



Objective
evidence of impairment could include the following:



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

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

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



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



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



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



7







Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









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



Financial
assets(continued)



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



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



Financial
liabilities and equity



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



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



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



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



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



Share
capital



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



Warrants



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



Loss
per share



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



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



8





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









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



Stock-based
compensation



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



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



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



Accumulated
other comprehensive income



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



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



Income
taxes



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



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



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



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



9





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









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



Related
party transactions



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



New standards, interpretations and
amendments not yet effective



A number of new standards, amendments
to standards and interpretations are not yet effective as of August 31, 2016, and have not been applied in preparing these consolidated
financial statements. None of these are expected to have a material effect on the financial statements of the Company.



i.New standard, effective for annual periods beginning on or after January 1, 2018



New standard IFRS 9
Financial Instruments – Classification and Measurement

IFRS 9 is a new standard on financial
instruments that will replace IAS 39, Financial Instruments: Recognition and Measurement.



IFRS 9 addresses classification and
measurement of financial assets and financial liabilities as well as de-recognition of financial instruments. IFRS 9 has two measurement
categories for financial assets: amortized cost and fair value. All equity instruments are measured at fair value. A debt instrument
is at amortized cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal
and interest. Otherwise it is at fair value through profit or loss.



ii.Narrow scope amendments upcoming, all effective January 1, 2016:



IFRS
11Accounting for Acquisitions of Interests in Joint Ventures

This amended is to provide specific
guidance on accounting for the acquisition of an interest in a joint operation that is a business.



IAS
16 & IAS 38Clarification of Acceptable Methods of Depreciation and Amortization

This amended is to (i) clarify that
the use of a revenue-based depreciation and amortization method is not appropriated, and (ii) provide a rebuttable presumption
for intangible assets.



IFRS
10 & IAS 28Sale or Contribution of Assets between and Investor and Its Associate or Joint Venture (the effective
date of this amendment has been postponed indefinitely)

This amended is to provide guidance
on the sale or contribution of assets between an investor and its associate or joint venture.

10







Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









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



Categories
of Financial Assets and Financial Liabilities



Financial instruments are classified
into one of the following categories: FVTPL; held-to-maturity investments; loans and receivables; available-for-sale; or other
liabilities. The carrying values of the Company’s financial instruments are classified into the following categories:



|Financial Instrument                             | Category              | August 31,
        2016 | August 31,
        2015
|------------------------------------------------ | --------------------- | ----------------------- | -----------------------
|Cash                                             | FVTPL                 | $        4,048,000      | $        2,901,091     
|Amounts receivable                               | Loans and receivables | 4,573                   | 38,337                 
|Marketable securities                            | Available-for-sale    | 40,000                  | 122,000                
|Advances                                         | Loans and receivables | 5,740                   | 28,267                 
|Accounts payable and
        accrued liabilities | Other liabilities     | (122,155)               | (300,739)              



The Company’s financial instruments
recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described
in the following hierarchy:



Level 1 - 	Quoted
prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in
which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.



Level 2 - 	Pricing
inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly
observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time
value and volatility factors, which can be substantially observed or corroborated in the market place.



Level 3 - 	Valuations
in this level are those with inputs for the asset or liability that are not based on observable market data.



The recorded amounts for amounts
receivable, advances, and accounts payable and accrued liabilities approximate their fair value due to their short-term nature.
Cash and marketable securities are recorded at fair value and is calculated under the fair value hierarchy and measured using Level
1, Level 2, or Level 3 inputs, as appropriate.



Fair value of
cash and marketable securities



|Financial Instrument  | Quoted prices in active markets for identical assets | Significant other observable inputs | Significant unobservable inputs | Total as at
        August 31,
        2016
|--------------------- | ---------------------------------------------------- | ----------------------------------- | ------------------------------- | -------------------------------------------
|                      | Level 1                                              | Level 2                             | Level 3                         |                                            
|Cash                  | $            4,048,000                               | $                           -       | $                        -      | $      4,048,000                           
|Marketable securities | 40,000                                               | -                                   | -                               | 40,000                                     
|                      | $            4,088,000                               | $                           -       | $                        -      | $      4,088,000                           



During the year ended August 31,
2016:



| | a) | The Company sold 400,000 shares of Red Eagle Mining Corp. (“Red
Eagle”) for net proceeds of $142,238, incurring a loss on sale of marketable securities of $5,554.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

11





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 4. | FINANCIAL INSTRUMENTS AND Risk MANAGEMENT(continued)
| | -- | ----------------------------------------------------



Fair value of
cash and marketable securities(continued)



|Financial Instrument  | Quoted prices in active markets for identical assets | Significant other observable inputs | Significant unobservable inputs | Total as at
        August 31,
        2015
|--------------------- | ---------------------------------------------------- | ----------------------------------- | ------------------------------- | -------------------------------------------
|                      | Level 1                                              | Level 2                             | Level 3                         |                                            
|Cash                  | $           2,901,091                                | $                             -     | $                        -      | $      2,901,091                           
|Marketable securities | 122,000                                              | -                                   | -                               | 122,000                                    
|                      | $           3,023,091                                | $                             -     | $                        -      | $      3,023,091                           



During the year ended August 31,
2015:



| | a) | The Company sold 250,000 shares of NuLegacy Gold Corporation (“NuLegacy”)
for net proceeds of $31,690, incurring a loss on sale of marketable securities of $18,623.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



Risk management



The Company’s risk exposures
and the impact on the Company’s financial instruments are summarized as follows:



Credit Risk



Credit risk is the risk of potential
loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s
credit risk is primarily attributable to its liquid financial assets, including cash, receivables, and balances receivable from
the government. The Company limits the exposure to credit risk in its cash by only investing its cash with high-credit quality
financial institutions in business and savings accounts, guaranteed investment certificates and in government treasury bills which
are available on demand by the Company for its programs.



Liquidity Risk



Liquidity risk is the risk that the
Company will not have the resources to meet its obligations as they fall due. The Company manages this risk by closely monitoring
cash forecasts and managing resources to ensure that it will have sufficient liquidity to meet its obligations. All of the Company’s
financial liabilities are classified as current and are anticipated to mature within the next sixty days.







12





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 4. | FINANCIAL INSTRUMENTS AND Risk MANAGEMENT(continued)
| | -- | ----------------------------------------------------



Risk management(continued)



Market Risk



Market risk is the risk of loss that
may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These
fluctuations may be significant.



| | (a) | Interest Rate Risk: The Company is exposed to interest rate risk to the extent that its
cash balances bear variable rates of interest. The interest rate risks on cash and on the Company’s obligations are not considered
significant.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Foreign Currency Risk: The Company has identified its functional currencies as the Canadian
dollar and the US dollar. Transactions are transacted in Canadian dollars, US dollars, and Colombian Pesos (“COP”).
The Company maintains US dollar bank accounts in Canada and the United States, and maintains COP bank accounts in Colombia to support
the cash needs of its foreign operations. Management does not hedge its foreign exchange risk. At August 31, 2016, one Canadian
dollar was equal to $0.76243 US dollars and 2,252 Colombian Pesos.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Balances are as follows as at August
31, 2016:



|                                         | US dollars | Colombian Pesos | Canadian dollar equivalent
|---------------------------------------- | ---------- | --------------- | --------------------------
|Cash                                     | 2,107,916  | 109,743,395     | 2,813,468                 
|Amounts receivable                       | -          | 5,534,424       | 2,457                     
|Advances and deposits                    | 4,000      | 1,113,285       | 5,740                     
|                                         | 2,111,916  | 116,391,104     | 2,821,665                 
|Accounts payable and accrued liabilities | (17,163)   | (72,585,723)    | (54,739)                  
|Net monetary assets                      | 2,094,753  | 43,805,381      | 2,766,926                 



Based upon the above net exposures
and assuming that all other variables remain constant, a 10% increase or decrease in the Canadian dollar against the US dollar
and the Colombian Peso would result in a decrease or increase in the reported loss of approximately $276,700 in the year.



| | (c) | Commodity Price Risk: While the value of the Company’s exploration and evaluation
assets is related to the price of gold and the outlook for this mineral, the Company currently does not have any operating mines
and hence does not have any hedging or other commodity based risks in respect to its operational activities.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Historically, the price of gold has
fluctuated significantly and is affected by numerous factors outside of the Company’s control, including but not limited
to industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production,
short-term changes in supply and demand because of speculative hedging activities, and certain other factors related specifically
to gold.



13





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 5. | CASH
| | -- | ----



|                                     | As at August 31, 2016 | As at August 31, 2015 
|------------------------------------ | --------------------- | ----------------------
|Canadian dollar denominated deposits | $          1,234,722  | $               57,412
|US dollar denominated deposits       | 2,764,743             | 2,696,963             
|Colombian Peso denominated deposits  | 48,535                | 146,716               
|                                     |                       |                       
|Total                                | $          4,048,000  | $          2,901,091  



| | 6. | AMOUNTS RECEIVABLE
| | -- | ------------------



|                                                                                    | As at August 31, 2016   | As at August 31, 2015  
|----------------------------------------------------------------------------------- | ----------------------- | -----------------------
|Amounts due from the Government of Canada
        pursuant to HST input tax credits | $                 2,116 | $                 1,962
|Amounts due from funding partners                                                   | -                       | 31,686                 
|Other amounts receivable                                                            | 2,457                   | 4,689                  
|                                                                                    |                         |                        
|Total                                                                               | $                 4,573 | $               38,337 



| | 7. | MARKETABLE SECURITIES
| | -- | ---------------------



At August 31, 2016, the Company had
the following marketable securities recognized at fair value:



|                                                   |                          |                   | August 31, 2015                               | August 31, 2016                              | Fair Value
        at
        August 31, 2016
|-------------------------------------------------- | ------------------------ | ----------------- | --------------------------------------------- | -------------------------------------------- | ---------------------------------------------
|Available-for-sale Securities                      | Number of
        Shares | Cost              | Accumulated unrealized holding gains (losses) | Unrealized gains (losses) for the year ended | Accumulated unrealized holding gains (losses)
|Publicly traded companies:                         |                          |                   |                                               |                                              |                                              
|Red Eagle Mining Corporation
        (“Red Eagle”) | -                        | $               - | $           (33,792)                          | $          33,792                            | $                     -                      
|Prism Resources Inc.
        (“Prism”)             | 200,000                  | 18,400            | (10,400)                                      | 32,000                                       | 21,600                                       
|                                                   |                          | $      18,400     | $          (44,192)                           | $          65,792                            | $          21,600                            



During the year ended
August 31, 2016, the Company sold 400,000 shares of Red Eagle for net proceeds of $142,238 ($0.356 per share) and recorded a loss
on sale of marketable securities of $5,554. The accumulated loss at the time of sale of $3,754 was reclassified from other comprehensive
loss to profit or loss in the year.







14





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 7. | MARKETABLE SECURITIES(continued)
| | -- | --------------------------------



At August 31, 2015, the Company had
the following marketable securities recognized at fair value:



|                                                   |                          |              | August 31, 2014                               | August 31, 2015                              | Fair Value
        at
        August 31, 2015
|-------------------------------------------------- | ------------------------ | ------------ | --------------------------------------------- | -------------------------------------------- | ---------------------------------------------
|Available-for-sale Securities                      | Number of
        Shares | Cost         | Accumulated unrealized holding gains (losses) | Unrealized gains (losses) for the year ended | Accumulated unrealized holding gains (losses)
|Publicly traded companies:                         |                          |              |                                               |                                              |                                              
|Red Eagle Mining Corporation
        (“Red Eagle”) | 400,000                  | $    147,792 | $           (43,292)                          | $            9,500                           | $        (33,792)                            
|NuLegacy Gold Corporation
        (“NuLegacy”)     | -                        | -            | (12,813)                                      | 12,813                                       | -                                            
|Prism Resources Inc.
        (“Prism”)             | 200,000                  | 18,400       | -                                             | (10,400)                                     | (10,400)                                     
|                                                   |                          | $    166,192 | $          (56,105)                           | $          11,913                            | $        (44,192)                            



During the year ended
August 31, 2015, the Company sold 250,000 shares of NuLegacy for net proceeds of $31,690 ($0.12676 per share) and recorded a loss
on sale of marketable securities of $18,623. The accumulated loss at the time of sale of $24,063 was reclassified from other comprehensive
loss to profit or loss in the year.



| | 8. | ADVANCES AND PREPAID EXPENSES
| | -- | -----------------------------



|                                                             | As at August 31, 2016     | As at August 31, 2015  
|------------------------------------------------------------ | ------------------------- | -----------------------
|Advances held by employees in the USA                        | $                   5,246 | $                 5,263
|Advances held by employees and suppliers in
        Colombia | 494                       | 23,004                 
|                                                             | 5,740                     | 28,267                 
|Prepaid expenses in Canada                                   | 146,484                   | 48,090                 
|Prepaid expenses in the USA                                  | -                         | 11,314                 
|Prepaid expenses in Colombia                                 | -                         | 382                    
|Total                                                        | $               152,224   | $               88,053 







15







Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 9. | EQUIPMENT
| | -- | ---------



|                             | Canada                     | United States              | Colombia                     |                        
|---------------------------- | -------------------------- | -------------------------- | ---------------------------- | -----------------------
|                             | Computer
        Equipment | Computer
        Equipment | Furniture
        & Fixtures | Field
        Equipment
|Cost:                        |                            |                            |                              |                        
|Balance at August 31, 2014   | $        24,324            | $      219,569             | $       18,706               | $     248,293          
|Assets acquired              | 1,391                      | -                          | -                            | -                      
|Assets disposed of           | (24,324)                   | (156,030)                  | (10,039)                     | (173,609)              
|Foreign exchange adjustments | -                          | 13,347                     | 1,821                        | 15,688                 
|Balance at August 31, 2015   | 1,391                      | 76,886                     | 10,488                       | 90,372                 
|Assets acquired              | -                          | -                          | -                            | -                      
|Assets disposed of           | -                          | -                          | -                            | (35,391)               
|Foreign exchange adjustments | -                          | (239)                      | (33)                         | (172)                  
|Balance at August 31, 2016   | $         1,391            | $      76,647              | $      10,455                | $    54,809            
|                             |                            |                            |                              |                        
|Accumulated depreciation:    |                            |                            |                              |                        
|Balance at August 31, 2014   | $        22,299            | $      191,035             | $       14,624               | $     181,718          
|Depreciation                 | 775                        | 8,014                      | 909                          | 7,662                  
|Assets disposed of           | (22,865)                   | (140,005)                  | (9,255)                      | (142,616)              
|Foreign exchange adjustments | -                          | 14,975                     | 1,442                        | 12,505                 
|Balance at August 31, 2015   | $           209            | $       74,019             | $        7,720               | $      59,269          
|Depreciation                 | 355                        | 868                        | 559                          | 4,550                  
|Assets disposed of           | -                          | -                          | -                            | (22,371)               
|Foreign exchange adjustments | -                          | (241)                      | (31)                         | (125)                  
|Balance at August 31, 2016   | $           564            | $     74,646               | $       8,248                | $     41,323           
|                             |                            |                            |                              |                        
|Carrying amounts:            |                            |                            |                              |                        
|August 31, 2015              | $       1,182              | $       2,867              | $       2,768                | $       31,103         
|August 31, 2016              | $          827             | $       2,001              | $       2,207                | $       13,486         





16





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 10. | EXPLORATION and EVALUATION ASSETS
| | --- | ---------------------------------



Miranda acquires mineral properties
through application, staking and from third party vendors, some of which are subject to a net smelter return royalty (“NSR”)
or underlying lease payments. Subsequently, the Company may enter into agreements to sell a portion of its interest in its mineral
properties to third parties in exchange for exploration expenditures, royalty interests and cash, and share based payments.



Miranda cannot guarantee title to
all of its exploration and evaluation assets as the properties may be subject to prior mineral rights applications with priority,
prior unregistered agreements or transfers and title may be affected by undetected defects. Certain of the mineral rights held
by Miranda are held under applications for mineral rights, and until final approval of such applications is received, Miranda’s
rights to such mineral rights may not materialize, and the exact boundaries of Miranda’s properties may be subject to adjustment.



Exploration and evaluation assets
deferred to the statements of financial position at August 31, 2016 and 2015 are as follows:



|                | August 31, 2015 | Additions          | Recoveries        | Write-off of assets | Effect of movement in exchange rates | August 31, 2016
|--------------- | --------------- | ------------------ | ----------------- | ------------------- | ------------------------------------ | ---------------
|                |                 |                    |                   |                     |                                      |                
|Alaska:         |                 |                    |                   |                     |                                      |                
|Willow Creek    | $     197,355   | $                - | $               - | $               -   | $        (615)                       | $     196,740  
|Renshaw Royalty | -               | 94,259             | -                 | -                   | (932)                                | 93,327         
|                | 197,355         | 94,259             | -                 | -                   | (1,547)                              | 290,067        
|                |                 |                    |                   |                     |                                      |                
|Colombia:       |                 |                    |                   |                     |                                      |                
|Antares         | -               | 76,762             | (53,733)          | -                   | -                                    | 23,029         
|Cerro Oro       | -               | 118,421            | (118,421)         | -                   | -                                    | -              
|Oribella        | 36,088          | -                  | -                 | -                   | -                                    | 36,088         



|Pavo Real | 131,290       | -            | -             | (131,290)     | -              | -           
|--------- | ------------- | ------------ | ------------- | ------------- | -------------- | ------------
|          | 167,378       | 195,183      | (172,154)     | (131,290)     | -              | 59,117      
|          | $     364,733 | $    289,442 | $   (172,154) | $   (131,290) | $      (1,547) | $    349,184
|          |               |              |               |               |                |             









|             | August 31, 2014 | Additions          | Recoveries        | Write-off of assets | Effect of movement in exchange rates | August 31, 2015  
|------------ | --------------- | ------------------ | ----------------- | ------------------- | ------------------------------------ | -----------------
|             |                 |                    |                   |                     |                                      |                  
|Nevada:      |                 |                    |                   |                     |                                      |                  
|Iron Point   | $      52,979   | $                - | $               - | $    (64,107)       | $      11,128                        | $               -
|Kibby Flat   | 10,189          | -                  | -                 | (12,329)            | 2,140                                | -                
|Mustang      | 56,184          | -                  | -                 | (67,986)            | 11,802                               | -                
|             | 119,352         | -                  | -                 | (144,422)           | 25,070                               | -                
|Alaska:      |                 |                    |                   |                     |                                      |                  
|Willow Creek | 163,095         | -                  | -                 | -                   | 34,260                               | 197,355          
|             |                 |                    |                   |                     |                                      |                  
|Colombia:    |                 |                    |                   |                     |                                      |                  
|Cerro Oro    | -               | 102,824            | (102,824)         | -                   | -                                    | -                
|Mina Grande  | 15,555          | -                  | -                 | (15,555)            | -                                    | -                
|Oribella     | 18,814          | 57,579             | (40,305)          | -                   | -                                    | 36,088           
|Pavo Real    | -               | 131,290            | -                 | -                   | -                                    | 131,290          
|             | 34,369          | 291,693            | (143,129)         | (15,555)            | -                                    | 167,378          
|             | $    316,816    | $    291,693       | $   (143,129)     | $   (159,977)       | $      59,330                        | $    364,733     













17





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



Exploration and evaluation expenditures



Exploration and evaluation expenditures
recorded in the statements of loss and comprehensive loss for the years ended August 31, 2016, 2015, and 2014 are as follows:





|                      | Year ended August 31, 2016       |                                                  | Year ended August 31, 2015           | Year ended August 31, 2014
|--------------------- | -------------------------------- | ------------------------------------------------ | ------------------------------------ | --------------------------
|                      | Exploration
        Expenditures | Recoveries
        from funding
        partners | Net Exploration
        expenditures |                           
|Nevada:               |                                  |                                                  |                                      |                           
|Big Blue              | $             -                  | $             -                                  | $            -                       |                           
|East Spruce           | -                                | -                                                | -                                    |                           
|General exploration   | -                                | -                                                | -                                    |                           
|Iron Point            | -                                | -                                                | -                                    |                           
|Kibby Flat            | -                                | -                                                | -                                    |                           
|Mustang               | -                                | -                                                | -                                    |                           
|Red Canyon            | -                                | -                                                | -                                    |                           
|Red Hill              | -                                | -                                                | -                                    |                           
|Redlich               | -                                | -                                                | -                                    |                           
|                      | -                                | -                                                | -                                    |                           
|                      |                                  |                                                  |                                      |                           
|Alaska:               |                                  |                                                  |                                      |                           
|Willow Creek          | 47,830                           | -                                                | 47,830                               |                           
|                      |                                  |                                                  |                                      |                           
|Colombia:             |                                  |                                                  |                                      |                           
|Alliance expenditures | 244,404                          | (171,083)                                        | 73,321                               |                           
|Cerro Oro (Prism)     | 267,097                          | (267,097)                                        | -                                    |                           
|General exploration   | 402,820                          | -                                                | 402,820                              |                           
|                      | 914,321                          | (438,180)                                        | 476,141                              |                           
|TOTAL                 | $      962,151                   | $   (438,180)                                    | $    523,971                         |                           







| | a) | Big Blue (Oxen), Lander County, Nevada
| | -- | --------------------------------------



The Big Blue project was the subject
of an exploration and option to enter into a joint venture agreement with Ramelius Resources Limited from May 6, 2010, until it
was terminated on July 29, 2012. Certain of the Big Blue claims were the subject of an underlying lease with D. Jennings which
was terminated on July 30, 2014. The Company allowed all of the Big Blue claims to lapse at August 31, 2015.



| | b) | East Spruce Property, Elko County, Nevada
| | -- | -----------------------------------------



The
Company held claims comprising the East Spruce property, Elko County, Nevada, but allowed
them to lapse in September 2014, and wrote off the balance of $5,307 at August 31, 2014.



| | c) | Iron Point Property, Humboldt County, Nevada
| | -- | --------------------------------------------



The Company held claims comprising
the Iron Point property, Humboldt County, Nevada, but allowed them to lapse in August 2015, and wrote off the balance of $64,107
at August 31, 2015.



| | d) | Kibby Flat, Esmeralda County, Nevada
| | -- | ------------------------------------



The Company held claims comprising
the Kibby Flat property, Esmeralda County, Nevada, but allowed them to lapse in August 2015, and wrote off the balance of $12,329
at August 31, 2015.





18







Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | e) | Mustang, Nye County, Nevada
| | -- | ---------------------------



During the year ended August 31, 2013,
the Company staked claims and also acquired a 100% interest in Teslin River Resources Corp.’s (“Teslin”) claims,
all comprising the Mustang project. Teslin was granted a 1% NSR royalty on the claims acquired. Miranda dropped several of the
claims, leaving 69 claims in the project. During the year ended August 31, 2015, Miranda sold the remaining 69 Mustang claims to
Nevada North Resources (USA) Inc. (“Nevada North”) for consideration of a 1% NSR to Miranda, and wrote off the balance
of $67,986.



| | f) | Red Canyon Property, Eureka County, Nevada
| | -- | ------------------------------------------



On November 18, 2003, the Company
entered into a 20-year mining lease with option to purchase (the “Lease”) for the Red Canyon property, Eureka County
Nevada with Red Canyon Corporation (“RCC”). The Lease is maintained by payment of minimum annual advance royalty payments.
Upon completion of a bankable feasibility study, the Company can exercise the option to purchase by making a payment to RCC of
US$1,000. The purchase is subject to RCC retaining a sliding scale NSR royalty between 3% and 5% depending on the price of gold.
The Company will have the option to buy two percentage points of the NSR for US$1,000,000 per percentage point. This Lease has
now been assigned to RCP LLC (as defined below).



On August 1, 2008, the Company signed
an exploration and option to enter into a joint venture agreement with Montezuma Mines Inc. (“Montezuma”) on the Red
Canyon property. Montezuma has completed the US$4,000,000 in qualifying exploration expenditures to earn a 60% interest.



On August 28, 2015, the Company executed
a Project Management Agreement for the formation and organization of a limited liability company (the “RCP LLC”) to
hold the Lease and related rights in respect of the Red Canyon, Nevada property and to conduct the operations contemplated under
the Project Management Agreement. Having met the expenditure requirements of US$4.0 million under a now superseded exploration
agreement (above), Montezuma owns 60% of the LLC and Miranda owns 40% of the LLC.



Montezuma has also paid Miranda US$360,000
as consideration for the option to buy-out Miranda’s 40% interest in the LLC, with Miranda retaining a 0.5% NSR, upon meeting
the purchase conditions during the term of the underlying lease. Until then, Montezuma will fund 100% of the costs of the LLC to
maintain and advance the exploration of the Red Canyon property. If Montezuma fails to fund and meet its obligations pursuant to
the Exploration Agreement and underlying lease, it will forfeit its interest in the LLC to Miranda.



| | g) | Red Hill Property, Eureka County, Nevada
| | -- | ----------------------------------------



On May 27, 2004, the Company entered
into a 20-year mining lease for the Red Hill property with Nevada North, with a sliding production royalty between 2.5% to 5% depending
on the price of gold and subject to certain buy-down provisions to 2%, with minimum advance royalty payments. On May 22, 2015,
the Company gave notice of lease termination to Nevada North, and returned the property to them.



The Red Hill / Coal Canyon project
was the subject of an exploration and option to enter into a joint venture agreement with NuLegacy Gold Corporation (“NuLegacy”)
from October 1, 2009, until it was terminated on January 25, 2013.



19





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | h) | Redlich Property, Esmeralda County, Nevada
| | -- | ------------------------------------------



The Company held claims comprising
the Redlich Property, Esmeralda County, Nevada, subject to a 3% NSR royalty, but allowed them to lapse in September 2014, and wrote
off the balance of $16,584 at August 31, 2014.



| | i) | Willow Creek, Willow Creek mining district, Alaska
| | -- | --------------------------------------------------



On November 15, 2013, Miranda entered
into an 80-year mining lease for the Willow Creek property with Alaska Hardrock Inc. The Willow Creek Project consists of certain
patented lode mining claims and State of Alaska lode mining claims. The terms of the lease require minimum annual lease payments
of the greater of US$150,000 or the calculated production royalty according to the agreement, to be made on each January 15. The
property is subject to various NSR’s to various holders, the amounts of which are dependent on the price of gold, however,
in aggregate would not exceed 5.8%, subject to the purchase of the 3.3% Renshaw Royalty (see below).



|Lease Due Dates                                                                     |  | Minimum payment
        to Lessor
        (in US dollars)
|----------------------------------------------------------------------------------- |  | ---------------------------------------------------------
|November 15, 2013 (paid)                                                            |  | 50,000                                                   
|January 15, 2014 (paid)                                                             |  | 100,000                                                  
|January 15, 2015 (paid by Gold Torrent)                                             |  | 150,000                                                  
|January 15, 2016 (paid by Gold Torrent)                                             |  | 150,000                                                  
|January 15, 2017                                                                    |  | 150,000                                                  
|January 15, 2018 and each year thereafter
        for the term of the
        lease |  | 150,000                                                  



Effective November 5, 2014, Miranda
signed an exploration and option to enter a joint venture agreement (the “Agreement”) on the Willow Creek Project with
Gold Torrent, Inc. (“Gold Torrent”).



Gold Torrent has completed the Initial
Earn-In Obligation prescribed under the Agreement, and have now elected to exercise the option to acquire a vested undivided twenty
percent (20%) in the Willow Creek Project. Miranda and Gold Torrent are now drafting a definitive mining joint venture agreement
(“Mining Venture Agreement”) for the formation of the joint venture that will incorporate the terms and conditions
in the Agreement. The Mining Venture shall be an Alaska limited liability company.



|Amended Earn-In Deadline | Earn-In Amount
        (in US dollars) | Cumulative Amount
        (in US dollars) | ParticipatingInterest
|------------------------ | -------------------------------------- | ----------------------------------------- | ---------------------
|May 5, 2016 (met)        | $ 1,070,000                            | $  1,070,000                              | 20%                  
|May 5, 2017              | $ 2,440,000                            | $  3,510,000                              | 45%                  
|May 5, 2018              | $ 6,490,000                            | $10,000,000                               | 70%                  



20





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | i) | Willow Creek, Willow Creek mining district, Alaska(continued)
| | -- | -------------------------------------------------------------



If Gold Torrent earns an undivided
70% interest in the Joint Venture, Gold Torrent shall be entitled to recoup, on an accelerated basis from the Joint Venture’s
distributable cash, Gold Torrent’s Initial Earn-In Obligation and Additional Earn-In contributions (if any) (collectively
the “Earn-In Amount”) and the amount of Gold Torrent’s actual contributions to the Joint Venture in excess of
the Earn-In Amount (the “Excess Amount”). Gold Torrent shall recoup the Earn-In Amount from 90% of the Joint Venture’s
distributable cash and the ten percent (10%) balance of the Joint Venture’s distributable cash shall be distributed to Miranda.
On Gold Torrent’s recoupment of the Earn-In Amount, Gold Torrent shall recoup the Excess Amount from eighty percent (80%)
of the Joint Venture’s distributable cash until Gold Torrent has recouped the Excess Amount in its entirety and the twenty
percent (20%) balance of the Joint Venture’s distributable cash shall be distributed to Miranda. On Gold Torrent’s
recoupment of the Earn-In Amount and the Excess Amount, the Joint Venture’s distributable cash shall be distributed 70% to
Gold Torrent and 30% to Miranda, respectively.



| | j) | Renshaw Royalty purchase
| | -- | ------------------------



On September 14, 2015, the Company
reached an agreement with Mr. Daniel Renshaw (“Renshaw”) for the purchase of his 3.3% royalty held on the Willow Creek,
Alaska project. Miranda and Renshaw have separated the Renshaw royalty into the area that covers the patented mining claims on
the west side of the project (the “’A’ Royalty”) and the area that covers the patented mining claims on
the east side of the project (the “’B’ Royalty”). The ‘A’ Royalty covers the area, including
the Coleman resource, which is expected to be initially developed. The ‘B’ Royalty covers ground that is prospective
for exploration including the Bullion Mountain targets.



Miranda has agreed to purchase up
to 100% of the ‘A’ Royalty in a series of seven (7) contracts with each subsequent contract contingent on the prior
contract being paid in full. Pursuant to each contract Miranda will purchase 0.4% to 0.5% % of the ‘A’ Royalty for
each cumulative US$143,000 paid at the rate of US$5,000 per month plus interest, with the first payment commencing on October 31,
2015.



As each contract is paid Miranda will
register its ownership of the ‘A’ Royalty purchased. If Miranda does not complete payment of any contract the remainder
of the ‘A’ Royalty will remain with Renshaw. The seven contracts will be over an aggregate period of up to 200 months,
but such contracts and payments can be accelerated and paid off at any time, providing that Miranda pays Renshaw the full payment
of an aggregate US$1,000,000 of principal so that Miranda will have purchased the entire 3.3% ‘A’ Royalty.



In addition, Renshaw has agreed to
grant Miranda the option to purchase the ‘B’ Royalty, which option may be exercised at any time provided that the ‘A’
Royalty contracts are not in default. Miranda may purchase up to 100% of the ‘B’ Royalty for the aggregate amount of
US$500,000 in principal to be paid under terms, conditions and instalments that are consistent with those of the ‘A’
Royalty.



As at August 31, 2016, the Company
has paid $94,259 towards the purchase of the first of the series of the ‘A’ Royalty contracts, all of which is being
capitalized as exploration and evaluation assets.





21





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | k) | Cajamarca Option, Colombia
| | -- | --------------------------



On May 7, 2014, the Company delivered
a notice of termination to ExpoGold Colombia S.A. (“ExpoGold”) on the Cajamarca property and wrote off the acquisition
cost of $33,600 in the year ended August 31, 2014.



| | l) | Cerro Oro, Colombia
| | -- | -------------------



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



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



|Cerro Oro Option Due Dates                                                                                                                                      | Option payments
        (in US dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------
|May 10, 2014 (paid)                                                                                                                                             | 90,000                                 
|May 10, 2015 (paid)                                                                                                                                             | 75,000                                 
|May 10, 2016 (paid)                                                                                                                                             | 90,000                                 
|May 10, 2017                                                                                                                                                    | 105,000                                
|May 10, 2018                                                                                                                                                    | 120,000                                
|May 10, 2019                                                                                                                                                    | 235,000                                
|May 10, 2020, and on each subsequent anniversary
        until commercial production
        is reached, as
        defined in the underlying
        agreement | 135,000                                



On June 23, 2014, the Company entered
into a share purchase agreement (“SPA”) and a shareholder agreement (“SA”) with Prism. Pursuant to the
SPA, Miranda assigned 70% of the shares of MAD V to Prism. The activities of MAD V were governed by the SA.



After spending $700,000 - the obligation
amount - Prism terminated the SPA and SA, with effect from October 31, 2016. The 70 shares of MAD V were returned to Miranda.



During the fiscal year 2014, Prism
issued 200,000 common shares of Prism to Miranda valued at $18,400, and reimbursed Miranda for US$90,000 of lease fees that were
paid by Miranda to the underlying leaseholder. Prism also reimbursed Miranda $12,189, for certain expenditures incurred prior to
the execution of the SA.



22







Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | m) | Colombia Strategic Alliance (“Agnico Alliance”)
| | -- | -----------------------------------------------



Pursuant to the January 23, 2013,
strategic alliance agreement, as amended, (“Amended Alliance Agreement”) between the Company and Agnico Eagle Mines
Limited (“Agnico”) for precious metal exploration in Colombia, the Company and Agnico would share funding 30:70, respectively,
in generative exploration expenditures with Miranda as operator. The October 25, 2013 amendment reduced the three-year exploration
budget from US$3.3 million down to US$2.025 million; and in consideration for this reduction, the area of interest in Colombia
was reduced. The Agnico Alliance’s primary term was for a period of three years (January 23, 2013 to January 23, 2016) and
was renewable thereafter by mutual consent.



Agnico has not renewed the Agnico
Alliance and allowed it to lapse, effective January 23, 2016.



| | n) | Antares, Colombia
| | -- | -----------------



On October 9, 2015, the Company executed
an option agreement (the “Antares Option”) by and among Activos Mineros de Colombia S.A.S. (“AMC”), the
Company, and the Company’s subsidiary MAD II, and the Colombian Branch of MAD II to acquire the Antares property, with minimum
operation payments due and a share issuance by the Company according to the schedule below. Upon commencing commercial production
(as defined in the agreement), the minimum operation payments will cease and the payment of a 1.8% NSR will commence.



The Company must meet the following
schedule to maintain the option:



|Antares Option Due Dates                                                                                                          | Minimum operation payments payable
        (in US dollars) | Common shares to be issued to AMC
|--------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------- | ---------------------------------
|October 9, 2015 (upon signing, paid)                                                                                              | $        60,000                                            | -                                
|October 9, 2016 (paid subsequently)                                                                                               | 60,000                                                     | -                                
|Upon registration of the Mining Concession
        Contract for
        the Antares property
        (payable 30-days subsequent) | 70,000                                                     | -                                
|Upon the first anniversary of the registration
        of the
        Mining Concession
        Contract (“Registration Date”)    | 80,000                                                     | 150,000                          
|Upon the second anniversary of the Registration Date                                                                              | 90,000                                                     | -                                
|Upon the third anniversary of the Registration Date                                                                               | 100,000                                                    | -                                
|Upon the fourth anniversary of the Registration Date                                                                              | 120,000                                                    | -                                
|Upon the fifth anniversary of the Registration Date                                                                               | 120,000                                                    | -                                
|Upon the sixth anniversary of the Registration
        Date, and
        for each successive
        anniversary                  | 150,000                                                    | -                                



23





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | n) | Antares, Colombia
| | -- | -----------------



Further, to maintain the Antares Option,
a schedule of work commitment expenditures must be made, beginning within the first two years following the Registration Date as
follows:



|Antares Option Work Commitment Due
        Dates        | Minimum exploration expenditures
        (in US dollars) | Cumulative exploration expenditures
        (in US dollars)
|------------------------------------------------------- | -------------------------------------------------------- | -----------------------------------------------------------
|Within the first two years of the Registration Date     | $        200,000                                         | $         200,000                                          
|During the third year following the Registration Date   | 200,000                                                  | 400,000                                                    
|During the fourth year following the Registration Date  | 300,000                                                  | 700,000                                                    
|During the fifth year following the Registration Date   | 300,000                                                  | 1,000,000                                                  
|During the sixth year following the Registration Date   | 500,000                                                  | 1,500,000                                                  
|During the seventh year following the Registration Date | 500,000                                                  | 2,000,000                                                  





The above minimum exploration expenditure
schedule may be suspended for up to two years in any period that the Company does not have a suitable joint venture partner funding
expenditures on the project.



| | o) | Minagrande, Colombia
| | -- | --------------------



On April 12, 2013, the Company paid
canon fees (government fees) to Ingeominas in Colombia of $51,849 for acquisition of the Minagrande property, of which Miranda
recovered $36,294 from Agnico Eagle Mines Limited (“Agnico”) pursuant to the Amended Alliance Agreement. During the
fiscal year ended August 31, 2015, Miranda and Agnico agreed to abandon the Minagrande property, and Miranda wrote off the residual
acquisition costs of $15,555.



| | p) | Oribella, Colombia
| | -- | ------------------



On May 13, 2014, the Company acquired
the Oribella project, in the Antioquia Department of Colombia, through a purchase agreement with Antioquia Gold Inc. (“Antioquia
Gold”). The Oribella project comprises one exploration license and one application. Of the first-year acquisition costs of
$62,715 incurred in the year ended August 31, 2014, 70% was recovered from Agnico ($43,901) according to the Amended Alliance Agreement.



During the fiscal year ended August
31, 2015, an additional $57,579 was spent on acquisition costs, and 70% of this ($40,305) was recovered from Agnico pursuant to
the Amended Alliance Agreement.



Oribella is subject to a 0.5% royalty
to Antioquia Gold that can be purchased for US$1,500,000 and a 2% royalty to Soratama Gold (a wholly owned subsidiary of Barrick
Gold Corporation). Miranda acquired the property, subject to the royalties, by making the license canon payment on May 14,
2014, of $62,715, and will also reimburse Antioquia Gold for the application payment of COP 101,136,976 (approximately US$46,000)
when the property is registered with the ANM as a contract. If the application is converted to a license on or before the anniversary
of the agreement, Miranda will pay Antioquia Gold an additional US$30,000 payment on the anniversary date. No other obligations
are required to keep the project in good standing, and Miranda may drop or reduce the lands at any time.



24





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 10. | EXPLORATION and EVALUATION ASSETS(continued)
| | --- | --------------------------------------------



| | q) | Pavo Real Option, Colombia
| | -- | --------------------------



On June 24, 2010, the Company executed
an option agreement (the “Pavo Option”) by and among ExpoGold, the Company, and the Company’s subsidiary Miranda
Gold Colombia III Ltd., which was subsequently renamed Rovira Mining Limited (“Rovira”); and the Colombian branch of
Rovira to acquire the Pavo Real mining interest.



Annual payments of US$100,000, plus
the issue of 100,000 common shares were required to maintain the option until the first milestone which was the definition of a
NI 43-101 Measured and Indicated Resource greater than or equal to 250,000 ounces of gold equivalent.



On June 25, 2010, the Company entered
into a SPA and SA with Red Eagle, effectively forming a corporate option to joint venture on the Pavo Real property. These agreements
(SPA and SA) were terminated on December 31, 2014, and the 70 shares of Rovira were returned to Miranda.



On June 24, 2012, Miranda issued 100,000
common shares to ExpoGold valued at $33,000 pursuant to the Pavo Option Agreement. Miranda, in turn, received 100,000 shares of
Red Eagle pursuant to the SPA, valued at $42,400, with the excess value of $9,400 of the Red Eagle shares over the Miranda shares
taken into exploration and evaluation recoveries.



On June 14, 2013, Miranda issued 100,000
common shares to ExpoGold valued at $19,000 pursuant to the Pavo Option. Miranda, in turn, received 100,000 shares of Red Eagle
pursuant to the SPA, valued at $16,800.



On June 13, 2014, Miranda issued 100,000
common shares to ExpoGold valued at $15,000 pursuant to the Pavo Option. Miranda, in turn, received 100,000 shares of Red Eagle
pursuant to the SPA, valued at $22,000, with the excess value of $7,000 of the Red Eagle shares over the Miranda shares taken into
exploration and evaluation recoveries.



On June 10, 2015, Miranda issued 100,000
common shares to ExpoGold valued at $8,500 pursuant to the Pavo Option.



During the fiscal year ended August
31, 2016, Miranda abandoned the Pavo Real property, and wrote off the residual acquisition costs of $131.290.



| | 11. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| | --- | ----------------------------------------



|                                                                            | As at August 31, 2016  | As at August 31, 2015 
|--------------------------------------------------------------------------- | ---------------------- | ----------------------
|Trade and other payables in Canada                                          | $               59,250 | $               53,044
|Trade and other payables in the USA                                         | 5,216                  | 22,213                
|Trade and other payables in Colombia                                        | 32,227                 | 33,875                
|Funding partner funds held exclusively for expenditures
        in Colombia | -                      | 162,711               
|Amounts payable and accrued liabilities to related parties                  | 25,462                 | 28,896                
|                                                                            |                        |                       
|Total                                                                       | $             122,155  | $             300,739 



25







Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 12. | SHARE CAPITAL
| | --- | -------------



| | a) | Authorized:An unlimited number of common shares without par value.
| | -- | ------------------------------------------------------------------



| | b) | Share issuance:
| | -- | ---------------



Fiscal 2016



On June 23, 2016, the Company completed
a non-brokered private placement of 29,140,555 units at a price of $0.09 per unit, for gross proceeds of $2,622,650. Each unit
consisted of one common share and one non-transferable share purchase warrant. Each warrant entitles the holder thereof to purchase
one additional common share of Miranda at a price of $0.12 until June 23, 2021. The proceeds of the financing of $2,622,650 were
allocated on a relative fair value basis as $1,541,050 to common shares and $1,081,600 as to warrants. Cash share issue costs pursuant
to this private placement were an additional $68,575. The assumptions used in the Black-Scholes option pricing model for the relative
fair value allocation were: a risk-free interest rate of 0.72%; an expected volatility of 98.5%; an expected life of 5 years; and
an expected dividend of zero.



Fiscal 2015



On June 2, 2015, the Company issued
100,000 common shares to ExpoGold valued at $8,500 pursuant to the Pavo Real Option agreement.



Fiscal 2014



On June 13, 2014, the Company issued
100,000 common shares to ExpoGold valued at $15,000 pursuant to the Pavo Real Option agreement.



| | c) | Stock Options Outstanding:
| | -- | --------------------------



The Company has a shareholder-approved
stock option plan that provides for the reservation for issuance of a fixed number of not more than 10,491,890 options to acquire
common shares to its directors, officers, employees and consultants. The vesting terms of each stock option grant is determined
by the Board of Directors at the time of the grant.



The continuity for stock options
for the year ended August 31, 2016, is as follows:



|Number outstanding
        Aug 31, 2015 | Granted   | Exercised | Expired/
        Cancelled | Number outstanding
        August 31, 2016 | Exercise
        price per
        share | Expiry date        | Weighted average remaining contractual life in years
|--------------------------------------- | --------- | --------- | -------------------------- | ------------------------------------------ | ---------------------------------------- | ------------------ | ----------------------------------------------------
|1,230,000                               | -         | -         | (1,230,000)                | -                                          | $ 0.56                                   | Sep. 26, 2015      | -                                                   
|50,000                                  | -         | -         | (50,000)                   | -                                          | $ 0.69                                   | Dec. 1, 2015       | -                                                   
|1,315,000                               | -         | -         | (165,000)                  | 1,150,000                                  | $ 0.40                                   | Oct. 21, 2016      | 0.14 yrs                                            
|1,205,000                               | -         | -         | (230,000)                  | 975,000                                    | $ 0.305                                  | Sep. 24, 2017      | 1.07 yrs                                            
|952,500                                 | -         | -         | (150,000)                  | 802,500                                    | $ 0.155                                  | Oct. 17, 2018      | 2.13 yrs                                            
|1,240,000                               | -         | -         | (180,000)                  | 1,060,000                                  | $ 0.145                                  | Sep. 3, 2019       | 3.01 yrs                                            
|100,000                                 | -         | -         | -                          | 100,000                                    | $ 0.145                                  | Feb. 16, 2020      | 3.46 yrs                                            
|-                                       | 1,525,000 | -         | -                          | 1,525,000                                  | $ 0.12                                   | Jan. 28, 2021      | 4.41 yrs                                            
|-                                       | 300,000   | -         | -                          | 300,000                                    | $ 0.12                                   | Apr. 25, 2021      | 4.65 yrs                                            
|6,092,500                               | 1,825,000 | -         | (2,005,000)                | 5,912,500                                  | $ 0.215                                  | (weighted average) | 2.46 yrs                                            
|                                        |           |           | Exercisable                | 5,912,500                                  | $ 0.215                                  | (weighted average) | 2.46 yrs                                            





26





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 12. | SHARE CAPITAL(continued)
| | --- | ------------------------



| | c) | Stock Options Outstanding(continued):
| | -- | -------------------------------------



As at August 31, 2016, all of the
outstanding stock options were vested and exercisable, with a weighted average exercise price of $0.215. The intrinsic value of
the vested stock options was $nil. The intrinsic value of the vested stock options outstanding at August 31, 2016, is calculated
on the difference between the exercise prices of the underlying vested options and the quoted price of our common stock as of the
reporting date of August 31, 2016, being $0.11.



The continuity for stock options
for the year ended August 31, 2015, is as follows:



|Number outstanding
        Aug 31, 2014 | Granted   | Exercised | Expired/
        Cancelled | Number outstanding
        August 31, 2015 | Exercise
        price per
        share | Expiry date        | Weighted average remaining contractual life in years
|--------------------------------------- | --------- | --------- | -------------------------- | ------------------------------------------ | ---------------------------------------- | ------------------ | ----------------------------------------------------
|1,435,000                               | -         | -         | (205,000)                  | 1,230,000                                  | $ 0.56                                   | Sep. 26, 2015      | 0.07 yrs                                            
|50,000                                  | -         | -         | -                          | 50,000                                     | $ 0.69                                   | Dec. 1, 2015       | 0.25 yrs                                            
|1,510,000                               | -         | -         | (195,000)                  | 1,315,000                                  | $ 0.40                                   | Oct. 21, 2016      | 1.14 yrs                                            
|1,345,000                               | -         | -         | (140,000)                  | 1,205,000                                  | $ 0.305                                  | Sep. 24, 2017      | 2.07 yrs                                            
|1,142,500                               | -         | -         | (190,000)                  | 952,500                                    | $ 0.155                                  | Oct. 17, 2018      | 3.13 yrs                                            
|-                                       | 1,340,000 | -         | (100,000)                  | 1,240,000                                  | $ 0.145                                  | Sep. 3, 2019       | 4.01 yrs                                            
|-                                       | 100,000   | -         | -                          | 100,000                                    | $ 0.145                                  | Feb. 16, 2020      | 4.47 yrs                                            
|5,482,500                               | 1,440,000 | -         | (830,000)                  | 6,092,500                                  | $ 0.322                                  | (weighted average) | 2.06 yrs                                            
|                                        |           |           | Exercisable                | 6,092,500                                  | $ 0.322                                  | (weighted average) | 2.06 yrs                                            





The continuity for stock options
for the year ended August 31, 2014, is as follows:



|Number outstanding
        Aug 31, 2013 | Granted   | Exercised | Expired/
        Cancelled | Number outstanding
        August 31, 2014 | Exercise
        price per
        share | Expiry date        | Weighted average remaining contractual life in years
|--------------------------------------- | --------- | --------- | -------------------------- | ------------------------------------------ | ---------------------------------------- | ------------------ | ----------------------------------------------------
|1,842,000                               | -         | -         | (1,842,000)                | -                                          | $ 0.35                                   | Feb. 25, 2014      | -                                                   
|1,585,000                               | -         | -         | (150,000)                  | 1,435,000                                  | $ 0.56                                   | Sep. 26, 2015      | 1.07 yrs                                            
|50,000                                  | -         | -         | -                          | 50,000                                     | $ 0.69                                   | Dec. 1, 2015       | 1.25 yrs                                            
|100,000                                 | -         | -         | (100,000)                  | -                                          | $ 0.56                                   | Apr. 19, 2016      | -                                                   
|1,785,000                               | -         | -         | (275,000)                  | 1,510,000                                  | $ 0.40                                   | Oct. 21, 2016      | 2.14 yrs                                            
|1,575,000                               | -         | -         | (230,000)                  | 1,345,000                                  | $ 0.305                                  | Sep. 24, 2017      | 3.07 yrs                                            
|-                                       | 1,142,500 | -         | -                          | 1,142,500                                  | $ 0.155                                  | Oct. 17, 2018      | 4.13 yrs                                            
|6,937,000                               | 1,142,500 | -         | (2,597,000)                | 5,482,500                                  | $ 0.370                                  | (weighted average) | 2.49 yrs                                            
|                                        |           |           | Exercisable                | 4,911,250                                  | $ 0.395                                  | (weighted average) | 2.46 yrs                                            





27





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 12. | SHARE CAPITAL(continued)
| | --- | ------------------------



| | d) | Stock-Based Compensation:
| | -- | -------------------------



The fair value of each option granted
to employees, officers and directors was estimated on the date of grant using the Black-Scholes option-pricing model.



Fiscal 2016



During the year ended August 31, 2016,
the Company recorded $92,225 in stock-based compensation expense for options vesting in the period as follows:



| | a) | $73,672 upon the immediate vesting of the 1,525,000 options granted
on January 28, 2016; and
| | -- | --------------------------------------------------------------------------------------------

| | b) | $18,553 upon the immediate vesting of the 300,000 options granted
on April 25, 2016
| | -- | -----------------------------------------------------------------------------------



The fair value of the 1,525,000 options
granted on January 28, 2016, was determined using a risk free interest rate of 0.44%, an expected volatility of 104%, an expected
life of 3.0 years, and an expected dividend of zero for a total fair value of $73,672 or $0.048 per option. Volatility was determined
using daily closing share prices over a term equivalent to the expected life of the options.



The fair value of the 300,000 options
granted on April 25, 2016, was determined using a risk free interest rate of 0.69%, an expected volatility of 97%, an expected
life of 5.0 years, and an expected dividend of zero for a total fair value of $18,553 or $0.0618 per option. Volatility was determined
using daily closing share prices over a term equivalent to the expected life of the options.



Fiscal 2015



During the year ended August 31, 2015,
the Company recorded $132,307 in stock-based compensation expense for options vesting in the period as follows:



| | a) | vesting portion of options granted October 17, 2013, of $7,530;
| | -- | ---------------------------------------------------------------

| | b) | immediate vesting of the 1,340,000 options granted September 3, 2014
of $117,769; and
| | -- | -------------------------------------------------------------------------------------

| | c) | immediate vesting of the 100,000 options granted February 16, 2015
of $7,008.
| | -- | -----------------------------------------------------------------------------



The fair value of the 1,340,000 options
granted on September 3, 2014, was determined using a risk free interest rate of 1.45%, an expected volatility ranging from 84.03%
to 84.67%, an expected life of ranging from 3.81 to 3.97 years, and an expected dividend of zero for a total fair value of $117,769
or $0.088 per option. The fair value of the 100,000 options granted on February 16, 2015, was determined using a risk free interest
rate of 0.65%, an expected volatility of 95.11%, an expected life of 3.81 years, and an expected dividend of zero for a total fair
value of $7,008 or $0.0701 per option. Volatility was determined using daily closing share prices over a term equivalent to the
expected life of the options.



Fiscal 2014



During the year ended August 31, 2014,
the Company recorded $113,413 in stock-based compensation expense for options vesting in the period as follows:



| | a) | vesting portion of options granted September 24, 2012, of $10,670;
and
| | -- | ----------------------------------------------------------------------

| | b) | vesting portion of options granted October 17, 2013, of $102,743.
| | -- | -----------------------------------------------------------------



The fair value of the 1,142,500 options
granted on October 17, 2013, was determined using a risk-free interest rate of 1.73%, an expected volatility ranging from 79.34%
to 85.25%, an expected life of ranging from 3.81 to 4.97 years, and an expected dividend of zero for a total fair value of $110,273
or $0.097 per option. Volatility was determined using daily closing share prices over a term equivalent to the expected life of
the options.

28





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 12. | SHARE CAPITAL(continued)
| | --- | ------------------------



| | e) | Share Purchase Warrants:
| | -- | ------------------------



The continuity for share purchase
warrants for the year ended August 31, 2016, is as follows:

| |  | 
| |  | 

|Number outstanding
        August 31, 2015 | Issued     | Exercised | Expired/
        Cancelled | Number outstanding
        August 31, 2016 | Exercise price | Expiry date        | Weighted average remaining life in yrs
|------------------------------------------ | ---------- | --------- | -------------------------- | ------------------------------------------ | -------------- | ------------------ | --------------------------------------
|20,835,800                                 | -          | -         | -                          | 20,835,800                                 | $ 0.375        | Dec. 19, 2017      | 1.30 yrs                              
|-                                          | 29,140,555 | -         | -                          | 29,140,555                                 | $ 0.120        | Jun. 23, 2021      | 4.81 yrs                              
|20,835,800                                 | 29,140,555 | -         | -                          | 49,976,355                                 | $ 0.226        | (weighted average) | 3.35 yrs                              



On
December 16, 2014, the Company amended the price escalation of the outstanding share purchase warrants. The original terms of the
warrants required that the exercise price of $0.375 would increase to $0.50 on December 19, 2014, and remain at that price until
expiry. The Company amended the warrant exercise price so it would remain at $0.375 until expiry. In addition, the original terms
of the warrants contained an escalated and accelerated expiry based on a 20-day volume weighted average price model, which was
also amended so as to remain at $0.50 for the life of the warrants.



The continuity for share purchase
warrants for the year ended August 31, 2015, is as follows:

| |  | 
| |  | 

|Number outstanding
        August 31, 2014 | Issued | Exercised | Expired/
        Cancelled | Number outstanding
        August 31, 2015 | Exercise price | Expiry date        | Weighted average remaining life in yrs
|------------------------------------------ | ------ | --------- | -------------------------- | ------------------------------------------ | -------------- | ------------------ | --------------------------------------
|20,835,800                                 | -      | -         | -                          | 20,835,800                                 | $ 0.375        | Dec. 19, 2017      | 2.30 yrs                              
|20,835,800                                 | -      | -         | -                          | 20,835,800                                 | $ 0.375        | (weighted average) | 2.30 yrs                              



The continuity for share purchase
warrants for the year ended August 31, 2014, is as follows:

| |  | 
| |  | 

|Number outstanding
        August 31, 2013 | Issued | Exercised | Expired/
        Cancelled | Number outstanding
        August 31, 2014 | Exercise price | Expiry date        | Weighted average remaining life in yrs
|------------------------------------------ | ------ | --------- | -------------------------- | ------------------------------------------ | -------------- | ------------------ | --------------------------------------
|20,835,800                                 | -      | -         | -                          | 20,835,800                                 | $ 0.375        | Dec. 19, 2017      | 3.30 yrs                              
|20,835,800                                 | -      | -         | -                          | 20,835,800                                 | $ 0.375        | (weighted average) | 3.30 yrs                              





29





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)



| | 13. | RELATED PARTY TRANSACTIONS
| | --- | --------------------------



| | a) | The Company’s related parties consist of companies with directors
and officers in common and companies owned in whole or in part by executive officers and directors as follows:
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Name		Nature
of transactions

Golden
Oak Corporate Services Limited (“GO”)	Consulting as CFO, Corporate Secretary,

corporate
compliance services and

financial
reporting (now terminated)



Goldnor
Global Management Inc. (“GGMI”)	Consulting as CFO, Corporate Secretary,

corporate
compliance services and

financial
reporting



Mine
Development Associates (“MDA”)	Geology and Geo-technical consulting



The
Company incurred the following fees in connection with individuals and companies owned, or partially owned, by key management and
directors. Expenses have been measured at the exchange amount, which is determined on a cost recovery basis.



|For the year ended             | August 31, 2016 | August 31, 2015 | August 31, 2014
|------------------------------ | --------------- | --------------- | ---------------
|Consulting fees - GO           | $        95,084 | $     123,789   | $     121,012  
|Consulting fees - GGMI         | 37,500          | -               | -              
|Consulting fees – MDA          | -               | 1,746           | 5,986          
|                               | 132.584         | 125,535         | 126,998        
|Office & general expenses - GO | 4,903           | 6,124           | 6,160          
|Total                          | $      137,487  | $     131,659   | $      133,158 
|                               |                 |                 |                



Advances
held by related parties are disclosed in Note 8 and amounts owing to related parties are disclosed in Note 11.



| | b) | Compensation of directors and members of key management personnel
(CEO, CFO, Corporate Secretary):
| | -- | --------------------------------------------------------------------------------------------------



The remuneration of directors and
members of key management personnel, including amounts disclosed in Note 13(a), during the years ended August 31, 2016, 2015, and
2014 were as follows:



|For the year ended        | August 31, 2016   | August 31, 2015  | August 31, 2014
|------------------------- | ----------------- | ---------------- | ---------------
|Consulting fees           | $         132,584 | $       125,535  | $     126,998  
|Salaries and benefits (1) | 446,482           | 453,149          | 393,288        
|Directors fees            | 40,248            | 36,918           | 28,371         
|Share based compensation  | 83,771            | 94,775           | 76,002         
|Total                     | $        703,085  | $        710,357 | $     624,659  
|                          |                   |                  |                



(1)
– a portion of salaries and benefits are included in exploration and evaluation expenditures



30





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)



| | 14. | SEGMENTED DISCLOSURE
| | --- | --------------------



The Company operates only in the
mineral exploration sector within two geographic segments: the Alaska project in the United States; and various projects in Colombia.



Notes 9 and 10 provide disclosure
as to the geographic location of equipment, exploration and evaluation assets, and geographical exploration expenditures.



| | 15. | Management of Capital
| | --- | ---------------------



The Company manages its common shares,
stock options and warrants as capital (see Note 12). The Company’s objectives when managing capital are to safeguard the
Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain
a flexible capital structure which optimizes the costs of capital at an acceptable level of risk.



The Company manages the capital structure
and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To
maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets,
or adjust the amount of cash.



In order to facilitate the management
of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors
including successful capital deployment and general industry conditions.



In order to maximize ongoing exploration
expenditures, the Company does not pay out dividends. The Company’s investment policy is to keep its cash treasury on deposit
in interest bearing Canadian chartered bank account and short-term guaranteed investment certificates.



The Company estimates that its current
capital resources will be sufficient to carry out its exploration plans and operations through the next twelve months and longer.
The Company is not subject to any externally imposed capital restrictions.



| | 16. | Supplemental Disclosure with Respect to Cash Flows
| | --- | --------------------------------------------------



|For the year ended                           | August 31,                                                                                          | August 31,               | August 31,        
|-------------------------------------------- | --------------------------------------------------------------------------------------------------- | ------------------------ | ------------------
|2016                                         | 2015                                                                                                | 2014                    
|Non-cash investing and financing activities: |                                                                                                     |                          |                   
|                                             | Fair value of shares issued for exploration and
        evaluation assets                           | $                      - | $            8,500
|                                             | Fair value of shares received for exploration and
        evaluation assets                         | -                        | -                 
|                                             | Option recoveries in amounts receivable                                                             | -                        | -                 
|                                             | Fair value of marketable securities exchanged for
        exploration and evaluation
        assets | -                        | -                 
|Interest received                            | $              2,231                                                                                | $         27,063         | $        71,524   





31





Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2016, 2015, and 2014

(Stated in Canadian dollars)









| | 17. | INCOME TAXES
| | --- | ------------



A
reconciliation of income taxes at statutory rates with the reported taxes is as follows:







|                                                                                                                |   | Aug. 31, 2016 | Aug. 31,
        2015 | Aug. 31,
        2014
|--------------------------------------------------------------------------------------------------------------- | - | ------------- | --------------------- | ---------------------
|                                                                                                                |   |               |                       |                      
|Loss before income taxes                                                                                        | $ | (1,476,152)   | $                     | (1,867,176)          
|                                                                                                                |   |               |                       |                      
|Expected income tax (recovery)                                                                                  | $ | (384,000)     | $                     | (485,000)            
|Change
        in statutory, foreign tax, foreign exchange
        rates,
        and other                     |   | (43,000)      |                       | (1,185,000)          
|Permanent differences                                                                                           |   | 36,000        |                       | 268,000              
|Share issue costs                                                                                               |   | (18,000)      |                       | -                    
|Expiry of non-capital losses                                                                                    |   | 125,000       |                       | 353,000              
|Adjustments
        to prior years provisions versus
        statutory
        tax returns and expiry of losses |   | (182,000)     |                       | (211,000)            
|Change
        in unrecognized deductible
        temporary
        differences                                 |   | 466,000       |                       | 1,260,000            
|                                                                                                                |   |               |                       |                      
|Total income tax expense (recovery)                                                                             | $ | -             | $                     | -                    





The significant components of the
Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated
statement of financial position are as follows:



|                                               | 2016 | Expiry Date Range | 2015          
|---------------------------------------------- | ---- | ----------------- | --------------
|                                               |      |                   |               
|Temporary differences                          |      |                   |               
|Exploration and evaluation assets              | $    | 5,179,000         | No expiry date
|Equipment                                      |      | 166,000           | No expiry date
|Share issue costs                              |      | 69,000            | 2033-2040     
|Marketable securities                          |      | (22,000)          | No expiry date
|Allowable capital losses                       |      | 455,000           | No expiry date
|Non-capital losses available for future period |      | 23,202,000        | 2017-2036     
|                                               |      |                   |               
|Canada                                         |      | 6,601,000         | 2017-2036     
|USA                                            |      | 16,601,000        | 2020-2036     



Tax
attributes are subject to review, and potential adjustments, by tax authorities.



| | 18. | SUBSEQUENT EVENTS
| | --- | -----------------



Subsequent to August 31, 2016, and
except where disclosed elsewhere:



| | a) | On October 21, 2016, 1,150,000 options expired, unexercised.
| | -- | ------------------------------------------------------------





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