OMB
Number: 3235-0288

Expires: April 30,
2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F



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

OR



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

For the fiscal
year ended August 31, 2013



OR



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

For the transition
period from ______ to ______



OR



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





Commission File Number 000-27760



MIRANDA GOLD CORP.

(Exact name of Registrant as specified in its
charter)



BRITISH COLUMBIA, CANADA

(Jurisdiction of Incorporation or organization)

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

(Address of Principal Executive Offices)

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

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

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



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

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



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

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

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

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







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

74,040,252
common shares

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

Yes  £  	No S

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

Yes   £  	No  S

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

Yes  S
	No  £

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

N/A  	Yes  £
	No  £

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

Large
accelerated filer   £ 	Accelerated filer
   £ 	 Non-accelerated filer  S

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

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

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

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

Item
17   £   	Item 18   £

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

Yes   £ 	No    S



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

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

N/A	Yes   £ 	No   £

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|                                    | Table of Contents                                     |   
|----------------------------------- | ----------------------------------------------------- | --
|                                   
|GLOSSARY OF TERMS AND ABBREVIATIONS | 4                                                    
|                                   
|NOTE ON FORWARD LOOKING INFORMATION | 9                                                    
|                                   
|ITEM 1                              | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS | 12
|                                   
|ITEM 2                              | OFFER STATISTICS AND EXPECTED TIMETABLE               | 12
|                                   
|ITEM 3                              | KEY INFORMATION                                       | 12
|                                   
|A.                                  | SELECTED FINANCIAL DATA                               | 12
|B.                                  | CAPITALIZATION AND INDEBTEDNESS                       | 13
|C.                                  | REASONS FOR THE OFFER AND USE OF PROCEEDS             | 13
|D.                                  | RISK FACTORS                                          | 13
|                                   
|                                   
|ITEM 4                              | INFORMATION ON MIRANDA                                | 20
|                                   
|A.                                  | HISTORY AND DEVELOPMENT OF MIRANDA                    | 20
|B.                                  | BUSINESS OVERVIEW                                     | 22
|C.                                  | ORGANIZATIONAL STRUCTURE                              | 23
|D.                                  | PROPERTY                                              | 23
|ITEM 4A UNRESOLVED STAFF COMMENTS   | 51                                                   
|                                   
|ITEM 5                              | OPERATING AND FINANCIAL REVIEW AND PROSPECTS          | 52
|                                   
|A.                                  | OPERATING RESULTS                                     | 52
|B.                                  | LIQUIDITY AND CAPITAL RESOURCES                       | 53
|C.                                  | RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES        | 54
|D.                                  | TREND INFORMATION                                     | 55
|E.                                  | OFF-BALANCE SHEET ARRANGEMENTS                        | 55
|F.                                  | TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS         | 55
|G.                                  | SAFE HARBOR                                           | 56
|                                   
|                                   
|ITEM 6                              | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES            | 56
|                                   
|A.                                  | DIRECTORS AND SENIOR MANAGEMENT                       | 56
|B.                                  | COMPENSATION                                          | 58
|C.                                  | BOARD PRACTICES                                       | 60
|D.                                  | EMPLOYEES                                             | 63
|E.                                  | SHARE OWNERSHIP                                       | 63
|                                   
|                                   
|ITEM 7                              | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS     | 67
|                                   
|A.                                  | MAJOR SHAREHOLDERS                                    | 67
|B.                                  | RELATED PARTY TRANSACTIONS                            | 67
|C.                                  | INTERESTS OF EXPERTS AND COUNSEL                      | 68









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|ITEM 8           | FINANCIAL INFORMATION                                        | 68        
|---------------- | ------------------------------------------------------------ | ----------
|                
|A.               | CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION      | 68        
|B.               | SIGNIFICANT CHANGES                                          | 68        
|                
|                
|ITEM 9           | THE OFFER AND LISTING                                        | 69        
|                
|A.               | OFFER AND LISTING DETAILS                                    | 69        
|B.               | PLAN OF DISTRIBUTION                                         | 70        
|C.               | MARKETS                                                      | 70        
|D.               | DILUTION                                                     | 70        
|E.               | EXPENSES OF THE ISSUE                                        | 70        
|                
|                
|ITEM 10          | ADDITIONAL INFORMATION                                       | 70        
|                
|A.               | SHARE CAPITAL                                                | 70        
|B.               | MEMORANDUM AND ARTICLES OF ASSOCIATION                       | 70        
|C.               | MATERIAL CONTRACTS                                           | 71        
|D.               | EXCHANGE CONTROLS                                            | 71        
|E.               | TAXATION                                                     | 71        
|F.               | DIVIDENDS AND PAYING AGENTS                                  | 78        
|G.               | STATEMENT BY EXPERTS                                         | 78        
|H.               | DOCUMENTS ON DISPLAY                                         | 78        
|I.               | SUBSIDIARY INFORMATION                                       | 78        
|                
|                
|ITEM 11          | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK   | 78        
|                
|ITEM 12          | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES       | 78        
|                
|ITEM 13          | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES              | 79        
|                
|ITEM 14          | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS     | 79        
|                
|ITEM 15          | CONTROLS AND PROCEDURES                                      | 79        
|                
|ITEM 15T         | CONTROLS AND PROCEDURES                                      | 80        
|                
|ITEM 16          | [RESERVED]                                                   | 80        
|                
|ITEM 16A         | AUDIT COMMITTEE FINANCIAL EXPERT                             | 80        
|ITEM 16B         | CODE OF ETHICS                                               | 80        
|ITEM 16C         | PRINCIPAL ACCOUNTANT FEES AND SERVICES                       | 81        
|ITEM 16D         | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES81
|ITEM 16E         | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED  |           
|                 |                                                              | PURCHASERS
|ITEM 16F         | CHANGE INREGISTRANTSCERTIFYING ACCOUNTANT                   | 82        
|ITEM 16G         | CORPORATE GOVERNANCE                                         | 82        
|ITEM
        16H | MINE SAFETY DISCLOSURE                                       | 82        





2  |  Page







|ITEM 17 | FINANCIAL STATEMENTS | 83
|------- | -------------------- | --
|ITEM 18 | FINANCIAL STATEMENTS | 83
|ITEM 19 | EXHIBITS             | 83



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



3  |  Page





Glossary
of terms AND ABBREVIATIONS

|Advance Royalty                   | The prepayment of a designated amount (the advance royalty) prior to actual mine production. The advance royalty payments may be deductible from future production royalties.                                                                                   
|--------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Agnico                            | Agnico-Eagle (USA) Limited is a subsidiary of Agnico-Eagle Mines Limited a mining company listed on the Toronto Stock Exchange. The Company had an option agreement with Agnico on the Ester Dome project, and now has an alliance agreement in Colombia.       
|Alluvial                          | A placer formed by the action of running water, as in a stream channel or alluvial fan; also said of the valuable mineral (e.g. gold or diamond) associated with an alluvial placer.                                                                            
|Alteration                        | Refers to process of changing primary rock minerals (such as quartz, feldspar and hornblende) to secondary minerals (quartz, carbonate, and clay minerals) by hydrothermal fluids (hot water).                                                                  
|Anomaly                           | A geological feature distinguished by geophysical or geochemical means, which is different from the general surroundings and is often of potential economic value.                                                                                              
|Assay                             | An analysis to determine the presence, absence and quantity of one or more metallic components.                                                                                                                                                                 
|Au/t                              | Gold per ton                                                                                                                                                                                                                                                    
|Barrick                           | Barrick Gold U.S. Inc. is a subsidiary of Barrick Gold Corporation a mining company listed on the Toronto and New York Stock Exchanges. Barrick is a former partner of the Company on the Red Hill and Fuse properties.                                         
|Basement                          | Generally of igneous and metamorphic rocks, overlain unconformably by sedimentary strata.                                                                                                                                                                       
|Battle Mountain-Eureka Gold Trend | The Battle Mountain-Eureka Gold Trend is about 10 miles wide and 160 miles long. It is sub-parallel to and about 50 miles west of the Carlin Trend. Deep crustal features are believed to be responsible for these trends.                                      
|BLM                               | Bureau of Land Management                                                                                                                                                                                                                                       
|Breccia                           | A coarse–grained clastic rock composed of angular broken fragments                                                                                                                                                                                              
|Carbonate rocks                   | Limestone or other rocks whose major component is CaCO3                                                                                                                                                                                                         
|Carlin-style gold system          | A type of gold deposit characterized by microscopic gold disseminated in fine grained silty limestone. This deposit type was first recognized in Carlin, Nevada. “System” refers to the larger area of alteration that surrounds such a deposit.                
|Carlin Gold Trend                 | North-central Nevada is home to the Carlin Gold Trend, a northeast alignment of gold deposits, primarily in Paleozoic limey sediments, that is about 10 miles wide and 100 miles long. Carlin refers to a style of mineralization that is seen around the world.
|CIM                               | The Canadian Institute of Mining, Metallurgy and Petroleum                                                                                                                                                                                                      
|CIM Standards                     | The CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council as amended.                                                                                                                                                       

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|Claim                   | Means a mining title giving its holder the right to prospect, explore for and exploit minerals within a defined area.                                                                                                                                                                     
|----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cortez Gold Trend       | The Cortez Gold Trend is a west-northwest trending internal segment of the central portion of the Battle Mountain-Eureka Gold Trend. The Cortez Gold Trend is approximately 5 miles wide and 20 miles long.                                                                               
|Cretaceous              | A period of geological time ranging from approximately 145 to 65 million years before present.                                                                                                                                                                                            
|CSAMT                   | Controlled Source Audio-frequency Magnetotellurics is a commonly-used, surface-based geophysical method which provides resistivity information of the subsurface.                                                                                                                         
|Diamond Drill           | A type of rotary drill in which the cutting is done by abrasion rather than by percussion. The drill cuts a core of rock which is recovered in long cylindrical sections.                                                                                                                 
|Dike                    | A tabular intrusion, meaning it is sheet- or slab-like, and which cuts across or through the host rocks. Dikes vary from a few inches to many tens of feet in thickness and may extend for several miles.                                                                                 
|Epithermal              | Hydrothermal mineral deposit formed within 1 kilometer of the earth’s surface, in the temperature range of 50–200°C.                                                                                                                                                                      
|ExpoGold                | ExpoGold Colombia S.A. is the optionor of the Pavo Real and Cajamarca projects in Colombia.                                                                                                                                                                                               
|Fault                   | A break, or breaks in rocks with noticeable movement or displacement of the rocks on either side of the break.                                                                                                                                                                            
|Feasibility Study       | A detailed engineering study to determine if a property can be mined at a profit and the best way to mine it.                                                                                                                                                                             
|Geochemical exploration | Exploration or prospecting methods depending on chemical analysis of the rocks or soil, or of soil gas or of plants.                                                                                                                                                                      
|Geological mapping      | A means of producing graphical images in plan
        (a map) of the geology (rock and fault contacts and alteration for example).                                                                                                                                                        
|Geophysics              | Geological exploration or prospecting using the instruments and applying the methods of physics and engineering; exploration by observation of seismic or electrical phenomena or of the earth’s gravitational or magnetic fields or thermal distribution.                                
|Gravity highs           | Gravity surveys measure the relative density of earth materials. Gravity highs are relatively high-density responses. In gravel-covered terrains gravity highs are inferred as relatively shallow rocks. Gravity lows in gravel-covered terrains are inferred as more deeply buried rocks.
|Hectare                 | A square of 100 meters on each side, or 2.471 acres                                                                                                                                                                                                                                       
|Horst                   | An elongate block of up faulted rock                                                                                                                                                                                                                                                      
|Hydrothermal            | Processes associated with heated or superheated water, especially mineralization or alteration.                                                                                                                                                                                           
|Igneous Rock            | Rock which formed directly by crystallization from magma.                                                                                                                                                                                                                                 

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|Intrusion                      | A general term for a body of igneous rock formed below the surface.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Intrusive                      | The process of, and rock formed by, intrusion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Induced Polarization (“IP”)    | A method of ground geophysical surveying employing an electrical current to determine certain rock characteristics indicative of or related to mineralization.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Low sulfidation                | A name applied to gold deposits comprising banded quartz veins that are characterized by no clear association with an intrusive. Low (and high) sulfidation refers to the chemical state of fluids that produce these veins.                                                                                                                                                                                                                                                                                                                                                                                        
|Magneto Telluric survey (“MT”) | A survey designed to test the basement depths, and prominent faults, the results of which guide drilling targets in pediment areas.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|MAD I                          | Miranda Gold Colombia I is the Company’s B.C. holding company that holds the Company’s share interests in MAD II, Rovira Mining Limited (formerly MAD III), MAD IV, and MAD V.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|MAD II                         | Miranda Gold Colombia II is a B.C. company with a Colombian branch that is the Company’s exploration arm in Colombia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|MAD III                        | Miranda Gold Colombia III is a B.C. company with a Colombian branch that is the optionee of the Company’s Pavo Real project in Colombia. Red Eagle changed the name of the Company to Rovira Mining Limited.                                                                                                                                                                                                                                                                                                                                                                                                        
|MAD IV                         | Miranda Gold Colombia IV is a B.C. company with a Colombian branch of that is the lessee of the Company’s Cajamarca project in Colombia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|MAD V                          | Miranda Gold Colombia V is a B.C. company with a Colombian branch organized to hold a mineral property option/lease that is under negotiation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Mercury soil gas anomalies     | Many gold deposits produce associated mercury gas. Mercury gas anomalies refer to mercury gas measurements of interest to gold exploration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Mineralization                 | A mineralized body or mineralization as defined by the Securities and Exchange Commission has been intersected by sufficient closely spaced drill holes and/or sampling to support the definition of sufficient tonnage and average grade of metal(s) to warrant further exploration-development work. This mineralized body does not qualify as a commercially mineable ore body, as prescribed under Securities and Exchange Commission standards, until a final and comprehensive economic, technical and legal feasibility study based upon the test results is concluded and supports Proven/Probable Reserves.
|Mineralized deposit            | A mineralized body which has been delineated by drilling and/or underground sampling to support the definition of tonnage and average grade of metal(s).  Under SEC standards, such a deposit does not qualify as a reserve until comprehensive evaluation, based on unit cost, grade, recoveries and other factors, concludes economic feasibility.                                                                                                                                                                                                                                                                
|Montezuma                      | Montezuma Mines Inc. is a subsidiary of CMQ Resources Inc. a mineral exploration company listed for trading on the TSX.V. The Company has an option agreement with Montezuma on the Red Canyon property.                                                                                                                                                                                                                                                                                                                                                                                                            

6  |  Page







|Navaho                     | Navaho Gold PTY Ltd. is a subsidiary of D’Aguilar Gold Limited an Australian listed mineral company.The Company had an option agreement with Navaho on the TAZ property.                                                                                                                                                                                                                       
|-------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Net Smelter Return (“NSR”) | A return based on the actual sale price received less the cost of refining at an off-site refinery.                                                                                                                                                                                                                                                                                            
|Nevada North               | Nevada North Resources (USA) Inc. is a private company that is the lessor of the Coal Canyon and Red Hills properties. Ken Cunningham, Miranda’s CEO is entitled to 10% of any receipts Nevada North receives from the Coal Canyon and Red Hills properties.                                                                                                                                   
|Newmont                    | Newmont USA Limited, a subsidiary of Newmont Mining Corporation was a former partner on Miranda’s Red Canyon property.                                                                                                                                                                                                                                                                         
|NI 43-101                  | National Instrument 43-101 defines and regulates public disclosure in Canada for mineral projects and it relies on resource and reserve classification as defined by CIM.                                                                                                                                                                                                                      
|NuLegacy                   | NuLegacy Gold Corporation a mineral exploration company listed on the TSX.V. The Company had an option agreement with NuLegacy on the Red Hill and Coal Canyon properties.                                                                                                                                                                                                                     
|oz Au/t                    | Troy ounces of gold per short (also known as imperial) ton.                                                                                                                                                                                                                                                                                                                                    
|Option agreement           | An agreement with a company or another party who can exercise certain options and increase their interest in a property by making periodic payments to the optionor by exploring, developing, or producing from the optionor’s property.                                                                                                                                                       
|Ounce (troy)               | 31.103 grams                                                                                                                                                                                                                                                                                                                                                                                   
|Ore                        | Naturally occurring material from which minerals or metals of economic value can be extracted at a profit.                                                                                                                                                                                                                                                                                     
|Oxide                      | Means mineralized rock in which some of the original minerals have been oxidized (i.e., combined with oxygen). Oxidation is an important geologic process for the precious metals industry as it tends to make the ore more porous and permits a more complete permeation of cyanide solutions so that minute particles of gold in the interior of the minerals will be more readily dissolved.
|Ppb                        | Parts per billion                                                                                                                                                                                                                                                                                                                                                                              
|Ppm                        | Parts per million                                                                                                                                                                                                                                                                                                                                                                              
|Prism                      | Prism Resources Inc. is a junior exploration corporation listed on the NEX board of the TSX Venture Exchange. Its focus is on earning its interest in the Cerro Oro Project with a view to reactivate to the TSX Venture Exchange.                                                                                                                                                             
|Pathfinder                 | Trace elements, generally including arsenic, antimony, mercury, and thallium, associated with gold that may have a wider dispersion than gold and thus indirectly provide a vector (or a path) to gold ore.                                                                                                                                                                                    
|Pediment                   | Gently inclined planate erosion surfaces carved in bedrock and generally veneered with fluvial gravels. They occur between mountain fronts and valleys or basin bottoms and commonly form extensive bedrock surfaces over which the erosion products from the retreating mountain fronts are transported to the basins.                                                                        

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|Ramelius                  | Ramelius Resources Ltd. a company listed on the ASX. The Company had an option agreement with Ramelius on the Angel Wing property and also had an option agreement on the Big Blue property until it was terminated in fiscal 2012.
|------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Range                     | Range Minerals Inc. is a private Alaskan corporation and was the lessor of the Ester Dome project.                                                                                                                                 
|Red Eagle                 | Red Eagle Mining Corporation is a mineral exploration company listed on the TSX.V. Red Eagle is the Company’s partner in MAD III and MAD IV.                                                                                       
|Resistivity survey        | A geophysical technique which measures the electrical resistivity between a set of spaced electrodes to generate a profile of subsurface geology.                                                                                  
|Reverse-circulation drill | A rotary percussion drill in which the drilling mud and cuttings return to the surface through the interior of the drill pipe.                                                                                                     
|Royalty interest          | Generally, a percentage interest that is tied to some production unit such as a tonne of concentrate or ounces of gold produced. A common form of royalty interest is based on the net smelter return.                             
|SA                        | Shareholder’s Agreement - an agreement that defines the funding and management of a private company. The Company entered into SA’s with Red Eagle on MAD III (“Pavo Real”) and MAD IV (“Cajamarca”).                               
|Sample                    | A small amount of material that is supposed to be typical or representative of the object being sampled.                                                                                                                           
|Sedimentary               | A rock formed from cemented or compacted sediments.                                                                                                                                                                                
|Sediments                 | The debris resulting from the weathering and breakup of pre-existing rocks.                                                                                                                                                        
|Sedimentary rock          | Rock formed by the process of erosion and deposition.                                                                                                                                                                              
|Shale                     | A sedimentary rock consisting of silt or clay-sized particles cemented together.                                                                                                                                                   
|Silicification            | Alteration process involving the introduction of or replacement by, silica, generally resulting in the formation of fine–grained quartz, chalcedony, or opal, which may fill pores and replace existing minerals.                  
|SPA                       | Share Purchase Agreement - an agreement that defines the terms of purchase of shares of a private company. The Company entered into SPA’s with Red Eagle on MAD III (“Pavo Real”) and MAD IV (“Cajamarca”).                        
|Stockwork                 | A large number of cross-cutting veins and veinlets.                                                                                                                                                                                
|Strike                    | When used as a noun, means the direction, course or bearing of a vein or rock formation measured on a level surface and, when used as a verb, means to take such direction, course or bearing.                                     
|Strike length             | Means the longest horizontal dimension of a geologic feature such as an orebody or zone of mineralization.                                                                                                                         
|Sulphide (Sulfide)        | A compound of sulphur (sulfur) and some other metallic element.                                                                                                                                                                    
|Tertiary                  | The first period of the Cenozoic, after the Cretaceous and before the Quatenary, beginning about 63 million years ago.                                                                                                             

8  |  Page







|Teslin River   | Teslin River Resources Corp. (formerly Queensgate Resources Corporation)– a former partner on the BPV, CONO and Coal Canyon properties. Queensgate merged withTeslin River Resources Corp. and now trades on the TSX.V. The Company owned 300,000 shares of Teslin as of August 31, 2012, until returning them to Teslin in November 2012, as part of the Mustang property purchase.
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX.V          | The TSX Venture Exchange                                                                                                                                                                                                                                                                                                                                                            
|Ton            | Short (also known as imperial) ton (2,000 pounds)                                                                                                                                                                                                                                                                                                                                   
|Tonne          | Metric (also known as long) tonne (1.102 short tons, 2,240 pounds)                                                                                                                                                                                                                                                                                                                  
|Tuff           | Consolidated or cemented volcanic ash. Sometimes used as a general term for all consolidated pyroclastic rocks.                                                                                                                                                                                                                                                                     
|Vein           | Generally, a fissure in the earth containing a body of minerals.                                                                                                                                                                                                                                                                                                                    
|Volcaniclastic | Refers to fragments derived from volcanic sources (which may be transported some distance from their place of origin).                                                                                                                                                                                                                                                              
|White Bear     | White Bear Resources Ltd. and the Company had option agreements on the Iron Point and Angel Wing properties. The Company owns 200,000 shares of White Bear that trade on the TSX.V.                                                                                                                                                                                                 

NOTE
ON FORWARD LOOKING INFORMATION

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

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



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

9  |  Page







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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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



- General business and economic conditions;
- Interest rates and foreign exchange rates;
- The  supply  and  demand  for,  deliveries 
of,  and the  level  and volatility  of prices of gold and silver;
- The timing of the receipt of regulatory and  governmental 
approvals for the Company’s development projects and other operations;
- The  availability  of  financing  for the Company’s 
development  projects  on reasonable terms;
- The Company’s costs of production and the Company’s
production and productivity  levels, as well as those of the Company’s competitors;
- The Company’s ability to secure adequate transportation for
the Company’s products;
- The Company’s ability to procure  mining  equipment
and operating  supplies in sufficient quantities and on a timely basis;
- The Company’s ability to attract and retain skilled staff;
- The  impact of  changes  in foreign exchange
rates on the Company’s costs and results;
- Engineering and construction timetables and capital
costs for the Company’s development and expansion projects;
- Costs of closure of various operations;
- Market competition;

10  |  Page





- The accuracy of the Company’s reserve  estimates 
(including,  with respect to size, grade and recoverability) and the geological,  operational and price assumptions on
which these are based;
- Tax benefits and tax rates;
- The resolution of environmental  and other  proceedings
or disputes; and
- Ongoing relations with the Company’s employees and
with the Company’s business partners.

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

11  |  Page





PART I

|ITEM 1 |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
|------ |  | -----------------------------------------------------

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

|ITEM 2 |  | OFFER STATISTICS AND EXPECTED TIMETABLE
|------ |  | ---------------------------------------

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

|ITEM 3 |  | KEY INFORMATION
|------ |  | ---------------

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

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

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

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

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

For the Year Ended August 31

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



12  |  Page





The following
table sets out the average noon rates of exchange for the Canadian dollar for the years ended August 31, 2009 through to August
31, 2013.

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

|                                   | Average  
|---------------------------------- | ---------
|                                   | Noon rate
|For the Year Ended August 31, 2013 | 1.011    
|For the Year Ended August 31, 2012 | 1.009    
|For the Year Ended August 31, 2011 | 0.989    
|For the Year Ended August 31, 2010 | 1.045    
|For the Year Ended August 31, 2009 | 1.179    



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

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

|     | June
        2013 | July
        2013 | August
        2013 | September 2013 | October
        2013 | November 2013
|---- | ----------------- | ----------------- | ------------------- | -------------- | -------------------- | -------------
|High | 1.03508           | 1.04323           | 1.04327             | 1.03627        | 1.03843              | 1.05096      
|Low  | 1.02794           | 1.03753           | 1.03846             | 1.03223        | 1.03449              | 1.04695      



The value of
the noon U.S. Dollar in relation to the Canadian Dollar was $1.0577 as of December 16, 2013.

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

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

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

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

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

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

13  |  Page





Exploration Funding partner and Joint
Venture Risks

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

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

Enactment of Government Legislation
May Significantly Affect the Mining Industry

In the U.S., certain of Miranda’s
exploration properties occur on unpatented lode mining claims that are on federal lands that are subject to federal mining and
other public land laws. Changes in such laws or regulations promulgated under such laws could affect mine development and expansion
and significantly increase regulatory obligations and compliance costs with respect to exploration, mine development, mine operations
and closure and could prevent or delay certain operations by the Company. Changes to the mining laws are frequently proposed in
the US Congress. The most recent proposed changes to the mining law were contained in President Obama‘s proposed budget,
which included a proposal to replace the land tenure provisions of the mining law with a leasing program and to impose a 5% gross
royalty on minerals produced under the new leasing system. The proposal appears to grandfather existing rights. The budget proposal
included no legislative language so the exact parameters of the proposal are uncertain. It is uncertain whether the proposal will
be part of any budget that is ultimately approved.



Possible country risk doing
business in Colombia

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

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

14  |  Page









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



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



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

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



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



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



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



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



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



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

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



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



15  |  Page





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



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



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



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



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



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



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



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

Financial Risk

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

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

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

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

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

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

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

16  |  Page







Dependence on Key Personnel



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



Reliance on Independent Contractors



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



Competition

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

Compliance with Government Regulations

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

Risks Associated with Mining

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

17  |  Page





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

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

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

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

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



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



RISKS RELATED TO MIRANDA’S SECURITIES
AND THIS OFFERING





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

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

18  |  Page





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



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

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

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



The market price of Miranda’s
common shares has ranged from a high of $0.285 and a low of $0.11 during the twelve month period ended November 30, 2013. See “Market
for Common Equity and Related Shareholder Matters”.

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

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



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



Substantial Number of Authorized
but Unissued Shares

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

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



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

19  |  Page





|ITEM 4 |  | INFORMATION ON MIRANDA
|------ |  | ----------------------

|A. |  | History and Development of Miranda
|-- |  | ----------------------------------

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

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

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

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

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

Principal capital expenditures / divestitures
over the last three fiscal years

Fiscal year ended August 31,
2011

On September 17, 2010, the Company signed
an exploration and option to enter joint venture agreement with Ramelius to earn an interest in the Company’s Angel Wing
property.

Effective on October 1, 2010, the Company
signed an exploration and option to enter joint venture agreement with Agnico to earn an interest in the Company’s Ester
Dome property in Alaska.

On December 20, 2010, NuLegacy and the
Company signed an amendment to the Red Hill exploration agreement with option to joint venture, adding the Coal Canyon property.

On February 11, 2011, the Company signed
a letter agreement with Navaho setting out an exploration and option to joint venture on the TAZ property.

Effective September 19, 2011, the Company
entered into a SPA and SA with Red Eagle. Pursuant to the SPA, Miranda assigned 70% of the shares of MAD IV to Red Eagle. To maintain
its 70% shareholding in MAD IV, Red Eagle must make an aggregate US$4,000,000 contribution to MAD IV within the next five years.
These funds will be used to fund exploration work collectively at the Cajamarca project.

During the
fiscal year ended August 31, 2011, Miranda staked certain claims known as the East Spruce project in the South Pequop Mountains
in Elko County and the Rook project in the Roberts Mountains in Eureka County,both in Nevada.

20  |  Page





Fiscal year ended August 31,
2012

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



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



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



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



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



Fiscal year ended August 31,
2013 and subsequent

On September 1, 2012 the PPM claims were voided
when the Company elected not to pay the BLM maintenance fees.



On September 25, 2012, Miranda received a notice
of termination from Agnico on the Ester Dome project in Alaska. Miranda, in turn, terminated the lease with Range Minerals on September
26, 2012, and wrote off the residual asset of $52,865.



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

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



On January 23, 2013, Miranda signed a
Strategic Alliance Agreement with Agnico (previously announced July 2012) for precious metal exploration in Colombia. The Alliance
calls for shared funding between Agnico and Miranda on a 70/30 ratio.

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

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

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

On October 5, 2013, Ramelius terminated
their earn-in agreement on the Angel Wing project in Nevada. Miranda contemporaneously terminated the Angel Wing lease.

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

21  |  Page





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

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



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



|B. |  | Business Overview
|-- |  | -----------------



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

The majority of the Company’s exploration
projects are in Nevada with a group of projects in Colombia. The Nevada projects include the Redlich and Kibby Flats projects located
in Esmeralda County; the Big Blue project located in Lander County; Red Canyon and Red Hill, projects located in Eureka County;
the Iron Point project located in Humboldt County; the Mustang project located in Nye County; and the East Spruce project located
in Elko County. New projects acquired subsequent to August 31, 2013, include the Willow project located in Alaska.

The Company’s Colombian projects
include the Pavo Real, Cajamarca, Minagrande and Cerro Oro exploration projects.

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

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|C. |  | Organizational Structure
|-- |  | ------------------------

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

Organization Chart:





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

Overview of Projects

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

The technical information contained
herein respecting our mineral properties is based upon information prepared by or the preparation of which was supervised by professional
geologist, Joseph Hebert, our Vice-President of Exploration.   Mr. Hebert is a “qualified person” pursuant
to Canadian Securities National Instrument 43-101 concerning standards of disclosure for mineral projects.

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



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



23  |  Page





The majority of Miranda’s option agreements
require the funding partner to fund a minimum exploration program in each agreement year and all of those agreement commitments
are found in the notes of the audited consolidated financial statements for the year ended August 31, 2013. The Red Canyon property
in Nevada and the Cajamarca and Pavo Real projects in Colombia continued under funding agreements, while the Minagrande and Cerro
Oro projects in Colombia continued under alliance agreements. Miranda is currently seeking funding partners for the Big Blue, East
Spruce, Iron Point, Kibby Flats, Mustang, Red Hill, and Redlich projects in Nevada.



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



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



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



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



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



MIRANDA’S
NEVADA PROPERTIES

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

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

24  |  Page









|Property    | Ownership/Owner         | Lease Terms             | Type of Claim      | Claim Names                          | No. of Claims | BLM Serial #s                                                                                                                                                   | Acres (approx) | JV Agreement        
|----------- | ----------------------- | ----------------------- | ------------------ | ------------------------------------ | ------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | --------------------
|            |                         |                         |                    |                                      |               |                                                                                                                                                                 |                |                     
|Big Blue    | Leased/Jennings         | see project description | Federal Lode - BLM | Oxen & Paul                          | 105           | NMC899726-29, NMC928599, NMC 928611, NMC933446, NMC933448, NMC 933456, NMC934001, NMC1013087-152, NMC1029965-93                                                 | 2,169          | none                
|Big Blue    | Miranda                 | n/a                     | Federal Lode - BLM | Babe & Moxen                         | 75            | NMC1013947-52, NMC1013967-72, NMC1013987, NMC1013989-95, NMC1014000-04, NMC1018324-49, NMC1018356-65, NMC1018383, NMC1018391-92, NMC1018396-401, NMC1018406-410 | 1,550          | none                
|            |                         |                         |                    |                                      |               |                                                                                                                                                                 |                |                     
|East Spruce | Miranda                 | n/a                     | Federal Lode - BLM | MG                                   | 69            | NMC1028868-1028936                                                                                                                                              | 1,426          | none                
|            |                         |                         |                    |                                      |               |                                                                                                                                                                 |                |                     
|Iron Point  | Miranda                 | n/a                     | Federal Lode - BLM | AB OVO, IP                           | 96            | NMC893361-386, NMC897415-450, NMC921955-988                                                                                                                     | 1,983          | none                
|Iron Point  | Miranda                 | n/a                     | Federal Lode - BLM | JTK, RK                              | 226           | NMC1033329-364,  NMC1042159-348                                                                                                                                 | 4,669          | none                
|            |                         |                         |                    |                                      |               |                                                                                                                                                                 |                |                     
|Kibby Flats | Miranda                 | n/a                     | Federal Lode - BLM | KB                                   | 131           | NMC 1080742-872                                                                                                                                                 | 2,706          | none                
|            |                         |                         |                    |                                      |               |                                                                                                                                                                 |                |                     
|Mustang     | Miranda                 | n/a                     | Federal Lode - BLM | KC, Mustang, Muskate, Jaryn, Mustake | 147           | NMC 1080543-617; NMC 836082-85; NMC 859841-871,876-883; NMC 894329-31; NMC 937273; NMC 1011046-064; NMC 1049158-163                                             | 3,037          | none                
|            |                         |                         |                    |                                      |               |                                                                                                                                                                 |                |                     
|Red Canyon  | Leased/Red Canyon Corp. | see project description | Federal Lode - BLM | ICE                                  | 237           | NMC342174-314, NMC371945-74, NMC454017-29, NMC692725-71, NMC695046-51                                                                                           | 4,896          | Montezuma Mines Inc.
|Red Canyon  | Leased/Red Canyon Corp. | see project description | Federal Lode - BLM | NC                                   | 17            | NMC1020836-47; NMC1020862-66                                                                                                                                    | 351            | Montezuma Mines Inc.
|            |                         |                         |                    |                                      |               |                                                                                                                                                                 |                |                     
|Red Hill    | Leased/Nevada North     | see project description | Federal Lode - BLM | RH                                   | 52            | NMC831379-430                                                                                                                                                   | 1,074          | none                
|Red Hill    | Leased/Nevada North     | see project description | Federal Lode - BLM | RP & Zero                            | 28            | NMC831504-29, NMC847956, NMC1070934                                                                                                                             | 578            | none                
|            |                         |                         |                    |                                      |               |                                                                                                                                                                 |                |                     
|Redlich     | Miranda subject to NSR  | see project description | Federal Lode - BLM | Red                                  | 36            | NMC847420-26, NMC847427-43, NMC891145-56,                                                                                                                       | 744            | none                
|Redlich     | Miranda                 | n/a                     | Federal Lode - BLM | Ready                                | 6             | NMC891157-62                                                                                                                                                    | 124            | none                
|Redlich     | Miranda                 | n/a                     | Federal Lode - BLM | Set No.                              | 35            | NMC863668-76(even), NMC863677-90, NMC863700, NMC863703-11, NMC863717-18, NMC889466, NMC889468, NMC944138, NMC944140                                             | 723            | none                





25  |  Page





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













26  |  Page





As
at the date of this Annual Report Miranda’s funding partners are or were exploring and advancing the following projects in
Nevada: Angel Wing (now terminated), Coal Canyon (now terminated), Red Canyon, Red Hill (now terminated), and TAZ (now terminated)
during fiscal 2013.

Angel Wing, Elko County, Nevada

Nature of interest and terms of acquisition

The Angel Wing project consists of unpatented
lode mining claims covering approximately 1,800 acres in northeast Elko County, Nevada.

The Company also holds claims pursuant
to a mining lease. On October 17, 2005, Miranda entered into a 20-year mining lease with a private party for several unpatented
lode mining claims with a sliding scale production royalty of between 2% to 4% depending on the price of gold, for annual Advance
Royalty payments payable in stages over 20 years, totaling US$1,540,000. On December 19, 2006, the agreement was amended so that
the number of claims was increased and Miranda now has the option to buy up to two percentage points of the NSR for US$1,000,000
per percentage point. However, the NSR shall never drop below 1% regardless of the price of gold. Subsequent to August 31, 2013,
Miranda terminated the mining lease and returned all claims staked within the Area of Interest to the lease owners.

Funding partner agreements

On May 15, 2007, Miranda entered into
an exploration agreement with an option to form a joint venture with White Bear. White Bear paid Miranda US$30,000 and issued a
total of 400,000 common shares to Miranda over the term of the agreement before it was terminated on July 2, 2010.

On September 17, 2010, Miranda entered
into an exploration funding agreement with Ramelius on the Angel Wing project. Under the terms of the agreement, Ramelius must
spend US$4,000,000 over a five-year period as an initial expenditure requirement. Once Ramelius has completed the initial expenditure
requirement they shall have the option and right to earn a vested 70% interest in Angel Wing by either funding 100% of exploration
costs required to complete a bankable feasibility study or by spending an additional US$10,000,000 within 10 years. The agreement
was terminated October 5, 2013.

Location and means of access to the
property

The project is located 30 miles north
of Montello, Nevada. The property is two miles west of the Nevada - Utah border.

History of previous operations and
previous operators on the property

In the late 1980's, Amax Gold staked
claims and drilled at White Rock Mountain, approximately two miles north of the Angel Wing property. Two holes were also drilled
in the southern part of this large claim group, in an area now covered by the Angel Wing claims.
Teck Resources held the property from 1991 through 1995 during which time a total of twenty-nine holes were drilled in four phases.
Mostly vertical drilling targeted shallow, disseminated gold in limestone to a maximum depth of 600 feet.

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

Past work by Miranda and its previous
funding partners include mapping, soil and rock sampling and a gravity survey. Drill targets were identified but funding was not
in place by the funding partner and the drilling was not done.

Ramelius contractors conducted additional
geologic mapping and soil geochemical surveys in 2010 and magnetic and IP-resistivity surveys in 2010 and 2011. Results from this
work and interpretations from magnetic and resistivity geophysical surveys were
used to refine existing drill targets and identify additional drill targets. On November 29, 2010, the Company announced Ramelius’
drill results from 1,498 feet of drilling in five holes. Unfavorable drilling conditions forced the early termination of the drill
program, which was to include a total of 4,000 feet of drilling in eight to ten holes. Angel Wing has seven gold target areas identified
by geologic mapping of quartz-calcite veins with distinctive "angel wing" textures, rock and soil geochemistry, and geophysics.

27  |  Page







On December
23, 2011, the Company announced Ramelius drill results from three core holes for a total of 788 feet and twelve reverse-circulation
holes totaling 5,520 feet completed from August to October. Ramelius' 2011 drill program tested five of the target areas.All the holes, except for one vertical hole, were angled across the dominantly northerly trend
of structures and veins. The 2011 drilling continued to test the Da Vinci vein with five holes and provided first-ever drill tests
of the three additional outcropping veins: the Botticelli which is a northwestward splay of the Da Vinci vein, the Rossetti, and
the Raphael.All 2011 drill holes intersected
gold and/or silver mineralization.Seven
drill intercepts now indicate the Da Vinci vein's strike length is about 575 feet and vertical extent from surface is about 330
feet.

Ramelius conducted three phases of drilling
in 2012 in twelve holes totalling 10,190 feet. The 2012 drilling was planned to further test the Da Vinci vein system as well as
resistivity highs flanking the Da Vinci vein and an annular-shaped magnetic anomaly. The hole directed at the Da Vinci vein was
designed to intersect the vein below previous drill intercepts, the deepest of which is about 330 feet below surface, to assess
for increased gold and silver grades with depth. Epithermal veins like at those at Angel Wing have a discrete elevation interval
that contains the majority of high-grade mineralization. The geochemistry, textures, and morphologies observed in the 2010 and
2011 drilling suggest this bonanza zone, if present, may be deeper in the system than the existing drill intercepts.

Ramelius drilled seven of the twelve
reverse circulation holes drilled in 2012 were located in the south and southwest portions of a donut-shaped magnetic anomaly that
is approximately 1,200 feet in diameter. Ramelius refers to this anomaly as Grass Hollow. Tertiary rhyolitic volcanic rocks crop
out in the vicinity of the magnetic anomaly. These rhyolites are underlain successively by Tertiary conglomerate and Triassic limestone.
The limestone is moderately to strongly decalcified and silicified for approximately 200 feet beneath the conglomerate. The principal
gold intercepts are in this altered limestone. All seven holes penetrated deep enough to intersect the altered limestone and gold
mineralization and all seven holes intersected gold grades above 0.01 oz Au/ton.

During the 2013 drill season, Ramelius
drilled five reverse circulation holes totaling 4,050 feet that further tested geophysical targets beneath volcanic cover. Three
of the five holes were placed in the vicinity of a doughnut-shaped aeromagnetic anomaly approximately 1,200 feet in diameter at
the Grass Hollow target, one hole into another magnetic low approximately 2,500 feet to the east-northeast of Grass Hollow, and
one hole into a north-trending resistivity high about 1,200 feet northeast of Grass Hollow. All holes intersected gold at grades
above 0.1 g Au/t and the two holes on the west side of the Grass Hollow magnetic anomaly intersected gold grades above 0.1 oz Au/ton.
The gold is hosted primarily in decalcified or silicified silty limestone near its contact with overlying conglomerate.

In total, Ramelius drill-tested nine
target areas with a total of 37 holes aggregating 22,046 feet.

Ramelius met its first and second agreement
year obligation to cumulatively expend US$1,100,000 and to complete 4,000 feet of drilling on the project. They ultimately decided
to terminate the earn-in agreement with Miranda due to depth to mineralization considerations.

Rock formations and mineralization

Angel Wing is a low-sulfidation
bonanza-vein and disseminated gold system in northeast Nevada. Coarse boiling or “Angel Wing” textures are common
in veins on the project. The Angel Wing property contains epithermal quartz veins associated with a 6 mile long, generally
north-striking structural zone. The high-grade, gold-bearing, epithermal veins occur within a carbonate window eroded through
a large volcanic-hosted alteration cell. The poorly exposed veins are
up to 10 feet wide and trend northerly through silicified carbonate rocks for 1.24 miles.

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Coal Canyon project, Eureka County,
Nevada

Nature of interest and terms of acquisition

The Coal Canyon project consists of 64 unpatented
lode mining claims covering approximately 1,320 acres in Eureka County, Nevada in the heart of northern Nevada’s Cortez Gold
Trend.



On May 27, 2004, Miranda entered into
a 20-year mining lease for the Coal Canyon property with Nevada North with a sliding production royalty between 2.5% to 5% depending
on the price of gold and subject to buy-down provisions to 2%.

The terms on the lease require annual
Advance Royalty payments starting at US$6,250 in year one and increasing to US$50,000 by year ten and each year thereafter for
a total of US$706,250. The annual Advance Royalty payment due on May 27, 2012, of US$30,000 was paid.
The lease was terminated by Miranda in May 2013 prior to the next Advance Royalty becoming due.

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

Funding partner agreements

From April
6, 2005, to March 23, 2007, the Coal Canyon project was under option to Enertopia Corp. (formerly Golden Aria Corp.).During
the term of the agreement Enertopia issued to Miranda 125,000 common shares, consolidated from 250,000 shares on September 25,
2009.

From March
11, 2008, until August 2, 2010, the Coal Canyon (and the BPV and CONO projects - since abandoned) was under an exploration agreement
with an option to form a joint venture agreement with Teslin River Resources Corp. (formerly Queensgate Resources Corporation).
During the term of the agreement Teslin River issued to Miranda 300,000 common shares.

From December 20, 2010, until January
25, 2013, the Coal Canyon project was under option with NuLegacy.

During the four years that NuLegacy was
a partner on the combined Coal Canyon / Red Hill project, they funded the drilling of a total of 18 reverse-circulation holes and
one core hole for a combined total of 24,425 feet. In addition, one reverse-circulation hole was drilled at Coal Canyon to a depth
of 1,485 feet. NuLegacy partnered with Miranda on the Red Hill property in September of 2009 and the Coal Canyon project was added
to the earn-in agreement in December 2010. During the association, NuLegacy spent approximately US$2.3 million advancing knowledge
of the Red Hill and Coal Canyon properties.

Location and means of access to the
property

The Coal Canyon property is located in
the Simpson Park Mountains approximately 90 road miles southwest of Elko, Nevada and approximately 40 miles southwest from Battle
Mountain, Nevada.

History of previous operations and
previous operators on the property

Past exploration in the Coal Canyon project
had focused on the northwest-trending Grouse Creek fault that lies on adjacent claims controlled by others. Historic drilling along
this fault has reportedly encountered gold mineralization of up to 85 feet of 0.022 oz Au/t in the Hanson Creek dolomite and the
underlying Eureka quartzite. Gold mineralization is associated with altered dikes, iron oxide and silicification.

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

29  |  Page





From 2005 to 2007 Golden Aria completed a two-hole
drill program at Coal Canyon totaling 2,020 feet. The holes, MCC-1 and MCC-2, were designed to test resistivity and self-potential
anomalies at the intersections of altered fault zones, in favorable lower plate carbonate rocks. The holes intersected six, 30
to 200 foot thick zones of moderately decalcified and variably silicified/clay altered silty limestone. Neither of the holes intersected
significantly anomalous gold mineralization.



In 2008, Queensgate completed another
two-hole drill program of 1,950 feet of reverse-circulation drilling in two vertical holes. No significant assay results were reported
for one hole but the other hole, MCC-004, intersected 10 feet of 0.011 oz Au/t from 980 to 990 feet within a sooty pyrite / silica-cemented
breccia zone. This mineralization occurred within a larger, lower-grade gold zone that returned 230 feet of 0.004 oz Au/t from
970 to 1,200 feet. The hole ended in anomalous gold mineralization. Drill results in MCC-004 are significant as they represent
the first Carlin-style, disseminated gold mineralization discovered on the Coal Canyon project.

In 2010, Queensgate completed a four-hole
drill program, with 5,250 feet of reverse-circulation drilling, all of which intersected hydrothermally altered intervals within
carbonate rocks of the Roberts Mountains and Hanson Creek Formations. Altered lamprophyre and basalt dikes were also intersected.
Although significant gold mineralization was not intersected, Miranda geologists recognize untested geologic and geochemical drill
targets to the west and east of MCC-004.

In mid August 2011, NuLegacy drilled
one reverse-circulation drill hole (RHCC11-001) to a depth of 1,485 feet at Coal Canyon. The hole was drilled to test the combination
of a fault intersection, a surface geochemical anomaly and a gold intercept in a drill hole located about 45 feet to the southeast.
The hole encountered a narrow interval of slightly anomalous gold in carbonate rocks within a wider interval of anomalous gold.

During the 2012 drilling season, NuLegacy
concentrated its efforts on the Red Hill property and delayed any further drilling on the Coal Canyon property.

Rock formations and mineralization

Coal Canyon occupies 2 square miles of
the Windmill lower-plate window, a feature that exposes the same Paleozoic carbonate rocks that host Carlin-style gold deposits
elsewhere on the Cortez Trend. Also, within the window are west-northwest-trending zones of faults, folds and dikes analogous to
similar important controls to gold mineralization elsewhere in the Cortez Trend. The nine drill holes at Coal Canyon all intersected
anomalous gold or Carlin-style hydrothermal alteration.



Red Canyon Project, Eureka County,
Nevada

Nature of interest and terms of acquisition

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



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

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

Funding partner agreements

30  |  Page





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

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

On August 1, 2008, the Company signed
a definitive agreement with Montezuma superseding a letter of intent signed June 5, 2008, to enter into an exploration with option
to joint venture agreement with the Company on the Red Canyon Property. Montezuma has now earned a 60% undivided interest in the
property by funding US$4,000,000 in qualified expenditures to July 31, 2013. Montezuma may now elect to earn an additional 10%
interest by completing a bankable feasibility study within four years of election, with minimum annual expenditures of US$1,500,000,
or by funding US$10,000,000 in additional exploration. Montezuma is in the notice period.

Location and means of access to the
property

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

History of previous operations and
previous operators on the property

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

Rock formations and mineralization

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



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



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



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



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



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



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



Red Hill Property, Eureka County,
Nevada

Nature of interest and terms of acquisition

33  |  Page





The Red Hill project consists of 80 unpatented
lode mining claims covering approximately 1,653 acres in Eureka County, Nevada.



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



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

Funding partner agreements

From October 27, 2004, until it was terminated
on October 16, 2008, the Company had an exploration agreement with an option to form a joint venture with Barrick. During the term
of the agreement Barrick paid the Company US$190,000 and expended in excess of US$537,500.

From October 1, 2009, until it was terminated
on January 25, 2013, the Company had an exploration-with-option-to-joint-venture agreement with NuLegacy, on the Red Hill Property.
NuLegacy paid Miranda US$11,000 on execution of the agreement as reimbursement for the September 1, 2009 payment of the 2009-2010
federal claim maintenance fees and issued 200,000 of its common stock to Miranda.

During the four years that NuLegacy was
a partner on the combined Coal Canyon / Red Hill project, they funded the drilling of a total of 18 reverse-circulation holes and
one core hole for a combined total of 24,425 feet. In addition, one reverse-circulation hole was drilled at Coal Canyon to a depth
of 1,485 feet. NuLegacy partnered with Miranda on the Red Hill property in September of 2009 and the Coal Canyon project was added
to the earn-in agreement in December 2010. During the association, NuLegacy spent approximately US$2.3 million advancing knowledge
of the Red Hill and Coal Canyon properties.

Location and means of access to the
property

Red Hill is located in the northern Simpson
Park Mountains approximately 80 road miles southwest of Elko, Nevada.

History of previous operations and
previous operators on the property

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

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

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

Miranda initially optioned Red Hill to
Placer Dome US, Inc (PDUS) in 2004. PDUS completed geologic mapping, a CSAMT survey, a systematic soil sampling program, a CO2
gas survey and one drill hole in 2005. Drill hole PRH0508 was designed to test a gravel covered horst margin inferred from CSAMT
data. The hole ended at 940 feet in upper plate chert/mudstone.
Favorable lower-plate carbonate rocks were not intersected and no significant gold intercepts were encountered.

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In 2006, Barrick became Miranda's funding partner at Red Hill following its merger with Placer Dome. Barrick, as operator, completed
9,860 feet of drilling in four holes at the West Pediment prospect and a detailed gravity survey at the East Pediment prospect.
BRH-013 intersected 80 feet of 0.146 oz Au/t from 1,920 to 2,000 feet, including 45 feet of 0.237 oz Au/t from 1,920 to 1,965 feet.
Gold mineralization is hosted by lower plate carbonate rocks of the Red Hill member of the Denay Formation. Altered lamprophyre
dikes and high levels of arsenic, antimony, mercury and thallium are associated with the gold intercept.
In late 2006, Barrick offset BRH-013 with two inclined holes, BRH-014 and BRH-015. These holes were drilled from the BRH-013 site.
Both holes tested the lower-plate stratigraphy that hosts the BRH-013 gold intercept. The inclined holes intersected the target
horizon approximately 230 feet east-northeast (BRH-014) and 315 feet southwest (BRH-015) from the BRH-013 intercept. Although neither
of the two offset holes intersected significant gold mineralization, both holes are locally anomalous in Carlin-style pathfinder
trace elements. Silicification and clay alteration occur in both holes and dikes occur in BRH-014. Due to down-hole deviations
in the angle holes, drill hole pierce points are aligned along a northeasterly trend such that stratigraphic and mineralization
geometries in BRH-013 could not be defined. Mineralization in BRH-013 is open in a northwest and southeast directions.
In late 2007, Barrick completed 11,765 feet of reverse-circulation drilling in six vertical holes. Two holes (BRH-016 and BRH-021)
were completed offsetting BRH-013. Two additional drill holes at West Pediment, BRH-017 and BRH-017A, ended prematurely in limestone
voids / karsting before testing the intended targets. Two holes (BRH-023 and BRH-024) tested gravity gradients and projected splays
of the Long fault at the East Pediment prospect.
From drill site BRH-013, BRH-016 was drilled 650 feet to the north and BRH-021 was drilled 720 feet to the northwest. The holes
intersected intervals of variably decalcified, silicified and weakly oxidized lower-plate limestone and sulfidized igneous dikes
similar to those intersected in the BRH-013 gold-bearing interval. Gold mineralization was limited to 10 feet of 0.081 oz Au/t
from 2,125 to 2,135 feet in BRH-021.
At the East Pediment prospect two drill holes, BRH-023 and BRH-024, tested pediment-covered targets outboard from a series of historic
antimony prospects. The holes were located based on three criteria: 1) prospect pits exposing strong decalcification, silicification,
antimony mineralization and anomalous gold mineralization in lower plate limestone; 2) gravity data that identified structural
features beneath shallow pediment cover, and 3) projected splays of the Long fault. The holes intersected similar geology: a thin
veneer of alluvium, upper plate siliciclastic rocks and a fault gap that removed the targeted lower plate limestone. Anomalous
gold was restricted to 5 to 10 feet zones.

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

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

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

35  |  Page





A fourth hole, which intersected 69 feet
of anomalous gold very near the surface, tested a gold in soil anomaly 4,500 feet west of the geophysical anomaly.

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

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

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

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

The Company is seeking a replacement
funding partner for this project.

Rock formations and mineralization

Two distinct sedimentary rock packages occur
on the property. They include:



| | · | Upper plate, siliceous sedimentary rocks
of the Vinini and Valmy Formations. Chert, mudstone and greenstone are typical rock types. These rocks are covered by pediment
gravels in the northern and eastern portions of the property. Siliceous rocks are generally poor hosts for large, sediment-hosted
gold deposits.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Lower-plate, Silurian to Devonian age carbonate
rocks dominated by silty to muddy limestone, fossiliferous limestone, siltstone and lesser chert. These rocks are included in the
Horse Mountain, Devils Gate, Denay and McColley Canyon Formations. At Red Hill, lower plate carbonate rocks crop out in the mountains
and are present beneath pediment gravel/upper plate rocks to the north and east. Carbonate rocks are the preferred host for multi-million
ounce gold deposits along the Cortez and Carlin Gold Trends.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The upper and lower plate rock packages are separated by a low angle, regional fault known as the Roberts Mountains thrust. Erosion
of the upper plate rocks created "windows" that expose favorable lower plate carbonate rocks. At Red Hill, the JD Window
is one of five unique carbonate windows along a 35 mile, west northwest-striking corridor through the Shoshone, Cortez and Simpson
Park mountain ranges. The alignment of carbonate windows coincides with the Cortez Gold Trend.

Lower and upper plate rocks are complicated by numerous high-angle east-northeast, northwest, northeast and north-south striking
faults and northwest-striking folds. These structural features provide pathways for hydrothermal alteration and metals. Historic
drilling in this area did not systematically test favorable rocks of the Denay/Red Hills member and McColley Canyon Formation.



36  |  Page





TAZ project, Eureka County, Nevada

Nature of interest and terms of acquisition

In October 2009, Miranda staked 142 unpatented
lode mining claims comprising the TAZ project on the southern end of the Battle Mountain-Eureka Trend covering approximately 2,934
acres. The claims were voided on September 1, 2013 and the project terminated when Miranda elected not to pay the annual Bureau
of Land Management maintenance fees.

Funding partner agreements

On February 11, 2011, as amended, the
Company signed an exploration and option to enter into a joint venture agreement with TAZ Gold LLC (“TGL”) and Navaho
Gold PTY Ltd (as guarantor). Under the amended terms of the agreement, TGL will have to make initial exploration expenditures of
US$2,725,000 over a four-year period. TGL will then have the option and right to earn a 75% interest by either producing a feasibility
study in four years or by spending an additional US$10,000,000 over 10 years at a rate of no less than US$1,000,000 per year.

If TGL elects not to fund 100% of the
exploration costs required to complete a bankable feasibility study by expending the contemplated US$4,000,000 or fails to spend
the additional US$10,000,000 within 10 years, but meets the first US$3,000,000 spending milestone, it shall be entitled to an NSR
of 2%.

On June 11, 2012, the Company and Navaho
signed a variation to the exploration and option to enter mining venture agreement which in effect postponed
the 2012 work commitment until 2013. In exchange for the postponement of the work commitment, Navaho agreed to limited surface
sampling and property maintenance during 2012.

On June 20, 2013, TGL terminated the
agreement and returned the property and Miranda decided to allow the TAZ claims to lapse in September 2013.

Location and means of access to the
property

The TAZ project in the Roberts Mountains
in Eureka County, Nevada approximately 26 miles northwest of the town of Eureka.

History of previous operations and
previous operators on the property

Four
companies previously explored for shallow oxide gold deposits on various portions of Miranda’s TAZ claims. In 1996, BHP Minerals
International drilled VC96-8 on the south end of the claim block. This hole-includes 70 feet of 0.042 oz Au/t from 215 to 285 feet
within a 135 foot zone of 0.025 oz Au/t from 215 to 350 feet. The drill hole ended at a depth of 350 feet with the last five-foot
sample returning 0.005 oz Au/t within Devils Gate Limestone. The BHP
drill hole was too shallow to have tested the more favorable carbonate host units in the stratigraphic section beneath the Devils
Gate Limestone.

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

In 2011, Navaho completed a 315 station
gravity survey across the entire property and collected 269 soil samples on a 50 x 200 meter grid.

Navaho
drilled one core hole in 2011 to a depth of 2,400 feet (TAZ 11-01). The hole was designed to offset VC96-08 which ended in anomalous
mineralization. Previous exploration at TAZ focused on shallow, oxide, gold mineralization and the BHP drill hole is considered
too shallow to have adequately tested the most favorable host units lower in the carbonate section. Navaho reports that final assays
for TAZ 11-01
have been received but did not extend or repeat BHP’s 1990’s intersection.

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Navaho’s 2012 program involved geological
reconnaissance, mapping and the collection of 200 rock chip samples to further evaluate the tenement, and in particular an area
to the south. Fourteen of the 200 samples collected returned values above 0.1ppm Au and cluster into several discrete zones over
a strike length of approximately 800 metres of the previously defined gold in soil anomaly in proximity to TAZ 11-01.



Rock formations and mineralization

The property lies along the margin of
a north-trending window that exposes lower-plate Devonian-age limestone through the Roberts Mountains Thrust. Similar Devonian
age limestone is a favorable host for sediment-hosted gold systems elsewhere on the Battle Mountain –Eureka Trend.

The TAZ project shows alteration and
geochemistry consistent with sediment-hosted gold deposits, favorable host rocks, and historic drilling that encountered significant
gold mineralization.

Regionally, stratigraphic hosts for gold
mineralization occur in silty debris flow units within the Denay Formation, below the Devonian Devils Gate Limestone.

The Nevada projects described in detail
above were all in funding agreements and/or have all had work programs in fiscal year 2013.

In addition to these projects, as
of November 30, 2013, Miranda is seeking funding partners to continue exploration programs to advance the Big Blue, East Spruce,
Iron Point, Kibby Flats, Mustang, and Redlich projects in Nevada.

Big Blue Property, Lander County,
Nevada

The Big Blue project consists of unpatented
lode mining claims covering approximately 5,268 acres in Lander County, Nevada. On August 13, 2009, Miranda signed a 20-year lease
on the Oxen unpatented lode mining claims in the Toiyabe Range. Miranda paid US$10,000 on the first anniversary of the agreement
and will make annual Advance Royalty payments through the term of the lease. The claims are subject to a 3% NSR royalty that is
subject to a buy-down provision. Miranda expanded the Big Blue project by staking the Moxen claims on September 1, 2009, the Babe
claims on November 11, 2009 and the Paul claims on September 2, 2010. These additional claims are not subject to the lease on the
Oxen claims as they fall outside the area of interest of the lease.



The project is on the south margin of the Callaghan
Window, a large area exposing Cambrian- through Silurian-age lower-plate carbonate rocks in the footwall of the Roberts Mountains
Thrust. The lower-plate sequence includes the Roberts Mountains, Hanson Creek and Pogonip Formations, of which all are known to
be favorable hosts for large, sediment-hosted gold systems in Nevada. A west-northwest structural corridor that extends through
the central part of the project cuts upper- and lower-plate rocks. Hydrothermal alteration, elevated gold, arsenic, mercury and
antimony values, and altered and gold-bearing dikes are located within the corridor. These geologic patterns are similar to those
documented in the major sediment-hosted gold districts of northern Nevada.



East Spruce, Elko County, Nevada

In December 2010, Miranda staked 69 claims
that comprise the East Spruce Project in the South Pequop Mountains in Elko County, Nevada. The project is located approximately
38 miles southeast of Wells, Nevada and covers approximately 1,426 acres. Regional aeromagnetic data suggest that the East Spruce
Project lies on the margin of a large buried intrusion that is part of a northeast alignment of intrusive rocks that extends 90
miles from the Bald Mountain Mining District, located to the southwest, through the new Pequop (Long Canyon) Mining District to
the northeast and farther northeast to the Tecoma (gold) District. Internal ore controls to deposits on this trend are also oriented
northeast. Miranda plans to advance the project and surrounding area with additional sampling and mapping to further understand
a northeast-trending gold-bearing system that covers an area of 2.5 miles long and 0.75 miles wide.

38  |  Page





Iron Point, Humboldt County, Nevada





The Iron Point
project is made up of 322 unpatented lode mining claims along the Battle Mountain-Eureka Gold Trend in Humboldt County, Nevada,
comprising approximately 6,653 acres. The project is located at the intersection
of the Battle Mountain-Eureka and Getchell gold trends. Miranda assembled a land package on the intersection of these trends, through
staking and a simple lease. Major open pit and underground gold mines, within a 25 mile radius of Iron Point, contain more than
40 million ounces of gold. Miranda infers that additional gold discoveries are likely to be made in this region.

39  |  Page





The Iron Point District has been explored for a variety of metals by other operators.

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



Kibby Flats, Esmeralda County, Nevada

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

Mustang, Nye County, Nevada

On November 1, 2012, Miranda announced,
in conjunction with claim staking open ground, it had acquired a 100% interest in Teslin River’s Mustang project located
in Nye County, Nevada. Miranda paid Teslin River C$40,000; delivered Teslin River 300,000 shares of Teslin River owned by Miranda;
and granted Teslin River a 1% NSR royalty on the 72 claims acquired from Teslin River. The Mustang property is 20 miles south of
Gabbs, and eight miles southeast of the historic Paradise Peak Mine. Following staking open ground, the Mustang project now totals
148 claims for approximately 3,060 acres. In 2011 Teslin River drilled an eight-hole program on the property from which they reported:

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



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

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

Redlich, Esmeralda County, Nevada



The Redlich project now consists of 77 unpatented
lode mining claims covering approximately 1,590 acres in Esmeralda County, Nevada.  Miranda dropped several of the claims
in September 2013, bringing the total claims currently held down to 77. Redlich is located on the eastern flank of the Candelaria
Hills approximately 52 miles west of Tonopah, Nevada. Road access is excellent as the project is bisected by US Highway 95. Redlich
is within the Walker Lane mineral belt, a northwest-striking structural corridor of volcanic-hosted gold and silver deposits.

40  |  Page





Two styles of low-sulfidation, epithermal gold
mineralization occur on the property: high-grade quartz "bonanza" veins; and volcanic-hosted, disseminated mineralization.



Previous exploration was conducted by
Inspiration, FMC and Cordex. From 2004 to 2008, Miranda’s partner, Newcrest, completed 40,568 feet of drilling in 61 reverse-circulation
and 2 diamond drill holes at Redlich. Drilling was focused on a northwest-trending fault corridor hosting high-grade gold in low-sulfidation
quartz veins and thick, continuous zones of disseminated / quartz-stockwork-hosted gold surrounding the high grade veins. Extensive
geologic mapping and a ground magnetic geophysical survey were also completed.

Subsequent to Newcrest terminating the
agreement, Miranda contracted Mine Development Associates, Inc. (“MDA”) to review drill and assay data collected during
the previous exploration programs at Redlich. The review consisted of a statistical analysis and examination of data in three-dimensional
views. The intent of the review was to assess potential continuity of higher-grade mineralization and to model the epithermal vein
system present on the property. On March 20, 2008, MDA stated in its findings that the data provides good insight into the project
and that there is strong evidence for the existence of a real, and potentially substantial, epithermal deposit on the property.
Prior exploration drilling was oriented with the belief that the vein trended in a northwesterly direction. MDA’s identification
and documentation of a best-fit plane to higher-grade gold as well as a favorable vertical horizon for precious metal deposition
has helped resolve remaining potential on the project. These results will contribute to the efficient design of subsequent drill
programs.

41  |  Page





MIRANDA’S
ALASKA PROPERTY

Nature of interest and terms of acquisition

The Willow Creek project is located within
the Matanuska-Susitna Borough, located in 18 sections in T19-20N and R1E/R1W approximately 70 miles north of Anchorage, Alaska.
The project consists of 75 federal patented claims and 62 (160 acre) state claims. Miranda also has the right but not the obligation
to acquire 2 additional “millsite” claims.

On November
15, 2013, Miranda entered into a 80-year mining lease for the Willow Creek property with Alaska Hardrock Inc.The terms
on the lease require annual lease payments of US$150,000 per year. An initial payment of $50,000 was made on November 19, 2013,
which provides a 90-day due diligence period. If the due diligence proves satisfactory, Miranda will pay the remaining first year
lease payment of $100,000 on or before February 12, 2014.

Location and means of access to the
property

The project is 103 miles from Anchorage
via Willow on the Parks Highway and then another 10 miles traveling east on unpaved roads. Unpaved roads access the property. The
camp has its own power, satellite TV, internet, and cell phone service and can house project personnel. Diesel fuel, heavy equipment,
and freight can be delivered to the project site by truck via the Willow Creek road. The project is also close to the Alaska Railroad.

History of previous operations and
previous operators on the property

The Willow Creek mining district is notable
as the second largest historic lode gold producer in Alaska. Before 1950, the Willow Creek district alone had produced 5% of Alaska’s
lode gold. Recorded gold production between 1911 and 1942 (when L-208 closed non-essential mining due to WWII) was 667,000 ounces
at a grade of 1.2 oz Au/ton (41.1 g Au/t). Willow Creek gold is reported to be free milling with greater than 80% recovery by gravity
alone and recoveries up to 95% reported from gravity and flotation processing.

Historic production from land now controlled
by Miranda is estimated, by the Alaska Bureau of Mines at 500,000 ounces of gold, primarily from three nearby workings developed
on three faulted segments of the same vein. The central working produced 250,000 ounces at 1.6 oz Au/t (55 g Au/t) from the Hogan
stope that measures 1,480 ft (450 m) horizontally and 660 ft (200 m) down the vein on five main levels. Exploration drilling in
a confined area by a previous company and subsequent modeling by Miranda and Mine Development Associates substantiates an unmined,
up-dip extension of the vein. Previous drilling indicates high-grade intercepts of 2.5 ft (0.76 m) at 2.4 oz Au/t (82 g Au/t) sixty-five
feet (20 m) below the Hogan stope. Limited historic drilling to the east reportedly discovered a blind vein segment with values
to 1.6 oz Au/t (55 g Au/t) at 820 ft (250 m) depths, below the depth of any workings in the district. Several other historic mines
that produced plus-one ounce gold per ton occur on the property and a few high-grade drill intercepts are reported below the level
of mining. Productive veins are commonly blind; undiscovered veins may occur in the district as future exploration targets.

At Willow gold is found in low-sulfide
mesothermal quartz veins, hosted in a tonalite intrusive associated with an east-west, shallow to moderate north dipping, shear
zone. Both vein and shear material can have significant mineralization. Alteration includes clay selvages and more widely dispersed
carbonate alteration. The average thickness of the veins is 5ft (1.52m) but stope widths to 24 ft (7.3 m) are reported. Gold is
commonly coarse and often visible in high-grade vein material, associated with banded tellurides and sulfide. Very little gold
is tied up in sulfides. The central vein can be traced for over 1.2 mi (2 km) and there are approximately 1.2 mi (2 km) of additional
veins reportedly on the project.





42  |  Page







MIRANDA’S COLOMBIA PROPERTIES

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



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





|Property   | Ownership/Owner                            | Lease Terms                     | Type of Claim | Claim Names    | No. of Claims                    | BLM Serial #s | Acres (approx)               | JV Agreement
|---------- | ------------------------------------------ | ------------------------------- | ------------- | -------------- | -------------------------------- | ------------- | ---------------------------- | ------------
|Pavo Real  | ExpoGold Concession to MAD III             | Colombian Ingeominas Concession | Pavo Real     | 2 concessions  | IHT-10542X, IHT-10541            | 603           | Red Eagle Mining Corporation
|           |                                            |                                 |               |                |                                  |               |                              |             
|Cajamarca  | ExpoGold Concession to MAD IV              | Colombian Ingeominas Concession | Cajamarca     | 3 concessions  | JG2-11161, JBT-15041,  JBT-15021 | 24,384        | Red Eagle Mining Corporation
|           |                                            |                                 |               |                |                                  |               |                              |             
|Minagrande | Emporio Minero S.A.S.                      | Colombian Ingeominas Concession | Minagrande    | 1 application  | LJK-10561                        | 4,626         | none                        
|           |                                            |                                 |               |                |                                  |               |                              |             
|Cerro Oro  | Antonio Alvarez / Miranda Gold Colombia II | Colombian Ingeominas Concession | Cerro Oro     | 2 applications | LHB-11031 & OG2-08131            | 1,584         | Prism Resources Inc.        







43  |  Page





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







44  |  Page





Pavo Real, Tolima Department, Colombia

Nature of interest and terms of acquisition

The Pavo Real project covers approximately
4,000 hectares and is located in the Tolima Department of Colombia.

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

Funding partner agreements

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

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



Location and means of access to the
property

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

History of previous operations and
previous operators on the property

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

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

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

45  |  Page





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

| | · | Trenching;
| | - | ----------

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

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

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



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



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



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



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

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

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

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

Rock formations and mineralization

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

46  |  Page





Cajamarca, within the departments
of Tolima and Quindio, Colombia

Nature of interest and terms of acquisition

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

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

On signing the Cajamarca Option, MAD IV paid
ExpoGold a total of US$30,000 and the Company issued a total of 30,000 common shares to ExpoGold. The Ibague option agreement was
terminated prior to the first anniversary payment becoming due, and the Fresno option agreement was terminated in 2012, and both
returned to ExpoGold. Therefore, to maintain the Cajamarca Option, over the next five year anniversary dates, a total of US$240,000
additional cash payments and a further 370,000 common shares of the Company will be issued. The cash and common share option payments
due on December 10, 2012 were not made due to the agreement being in force majeure. Once the agreement is no longer in force majeure,
annual payments of US$60,000 plus the issue of 100,000 common shares will be required to maintain the option until the first milestone
is achieved. The first milestone is the definition of a NI 43-101 Measured and Indicated resource greater than or equal to 250,000
ounces of gold equivalent on the property. MAD IV will pay ExpoGold US$100,000 if it is less than 500,000 ounces of gold equivalent
and US$250,000 if it is more. Additional payments will be owed by MAD IV at various milestones as the steps to production progress.



Funding partner agreements



On August 12, 2011, the Company entered
into a SPA and SA with Red Eagle on the Cajamarca property. The SPA and SA agreements became effective on September 19, 2011. Pursuant
to the SPA, Miranda assigned 70%; or 70 of the 100 shares of MAD IV to Red Eagle. The activities of MAD IV are governed by the
SA.

On November 1, 2013, Miranda and Red
Eagle agreed to combine the SPA and SA’s for Pavo Real and Cajamarca into one Amended and Restated Shareholder Agreement,
covering both properties. The assignment of the 70% of the shares of MAD IV to Red Eagle was unwound and the shares of MAD IV are
in the process of being returned to Miranda.

Location and means of access to the
property

The Cajamarca project lies within the
departments of Tolima and Quindio. The project is located 31 miles west of the city of Ibague and 9 miles west of the city of Mariquita.
The Cajamarca project is easily accessed by road with manpower, water and power readily available.

History of previous operations and
previous operators on the property

Regional-scale public-domain geochemical
data indicates several gold, lead, mercury and copper anomalies in an around the northern Cajamarca applications.

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

Exploration work has thus far focused
on the southern half of the northern Cajamarca applications, which were returned to ExpoGold, and has consisted of a regional stream
sediment program, a detailed geophysical airborne magnetic survey and a rock chip sampling program.

Exploration at Cajamarca is currently
on hold due to security concerns. Miranda has agreed with Red Eagle to defer the exploration commitments until the security situation
improves. Miranda has provided notice of force majeure to ExpoGold.

47  |  Page





Rock formations and mineralization

The geologic setting at Cajamarca consists of
meta-sediments that have been intruded by Tertiary and Cretaceous-age stocks. Locally, the stocks are both hydrothermally and tectonically
altered.



48  |  Page





Cerro Oro, within the department
of Caldas, Colombia

Nature of interest and terms of acquisition

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

The Cerro Oro project is currently in application
stage and an exploration funding agreement with Prism Resources Inc. will take effect and is contingent upon the application being
converted to a license. Based on recent meetings with government officials, Miranda expects the license to be granted in 2014.



The underlying lease agreement on Cerro Oro
required a payment of US$10,000 on signing and a subsequent payment of US$80,000 upon conversion of the application to a license,
which has yet to occur. To maintain the lease, annual escalating payments that total US$625,000 over five years will be required
and thereafter annual payments of US$135,000. The project is also subject to a 1.2% production royalty and a per ounce bonus for
Measured and Indicated NI 43-101-compliant Resource and Reserves.



Funding partner agreements



An Agreement with Prism is conditional
upon the Cerro Oro applications being converted to a license and applicable regulatory and stock exchange approvals. Upon satisfaction
of the foregoing conditions, Prism will reimburse Miranda for all underlying lease payments paid by Miranda and Prism will be obligated
to fund all future underlying lease payments and incur exploration related expenditures of US$4,000,000 to earn a 51% interest
and through additional funding can earn an additional 19% for a total interest of 70%.

Location and means of access to the
property

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

History of previous operations and
previous operators on the property

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

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



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

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

49  |  Page







Rock formations and mineralization

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



Minagrande, within the department
of Antioquia, Colombia

Nature of interest and terms of acquisition

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

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



Funding partner agreements



This is the first targeted area funded
for acquisition by the strategic alliance with Agnico. Additional work will determine whether this project meets the criteria of
a Designated Property (see Press Release February 19, 2013).

Location and means of access to the
property

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

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

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

50  |  Page





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

Rock formations and mineralization

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

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

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

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







|ITEM 4A |  | UNRESOLVED STAFF COMMENTS
|------- |  | -------------------------

Not applicable.

51  |  Page





|ITEM 5 |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------ |  | --------------------------------------------

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

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

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

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

| |  | Results of Operations for the year ended August 31, 2013, 2012 and 2011
| |  | -----------------------------------------------------------------------

The Company incurred a loss of $3,215,753
(2012 - $3,638,037; 2011 - $3,698,003) and a comprehensive loss of $3,296,198 for the year ended August 31, 2013 (2012 - $3,782,833;
2011 - $3,647,741).

Expenses for the year ending August 31,
2013 were $3,158,430 (2012 - $3,619,716; 2011 - $3,610,933).

Significant or noteworthy differences
between the years follow:

Investor relations,
travel and business promotion combined to $383,191 for the year ended August 31, 2013 (2012 - $343,746; 2011 - $327,543). The investor
relations programs in fiscal 2013 included attendance at several conferences, newsletters, news releases, interviews (internet),
presentations and one-on-one meetings with brokers and analysts, media relations, corporate relations and web site maintenance
and responses to inquiries. The 2013 advertising expenditure was approximately $45,000 more than the comparative 2012 year due
to a campaign with 321Gold Ltd. during 2013.

The portion of wages and benefits for
administration and joint venture management included in expenses are $705,056 for the year ending August 31, 2013 (2012 - $768,447;
2011 - $733,037). In addition, the Company allocates a portion of wages and benefits to exploration projects on the basis of direct
time spent that are included in property exploration costs, which can vary somewhat year over year. The Company’s President
is based in Reno and the Company has five additional full time employees based in our exploration office in Elko, Nevada, seven
full time employees based in Medellin.

Office rent, telephone, secretarial and
sundry costs for the year ended August 31, 2013 were $190,594 (2012 - $201,109; 2011 - $190,850). There were no significant operational
differences between the 2013, 2012 and 2011 fiscal years.

Professional fees, which include audit,
tax preparation and legal fees, were $85,642 (2012 - $92,586; 2011 - $80,398). The additional audit fees in 2012 related to the
transition to IFRS in fiscal 2012, and slightly increased this expense category in the comparative 2012 year.

Exploration and evaluation expenditures
in the year ended August 31, 2013 were $1,216,833 net of recoveries from funding partners of $687,306 (2012 - $1,449,857 net of
$483,926 recoveries; 2011 - $1,350,487 net of $605,803 recoveries). Exploration and evaluation expenditures are expensed until
such time as economically recoverable reserves have been defined on the mineral property and a decision to proceed with development
has been made. The Company acts as a service contractor to some of the Company’s partners on certain properties for which
it was paid a management fee based on a percentage of eligible expenditures. The

52  |  Page





Company earned $2,010 in the year ended
August 31, 2013 (2012 - $4,706; 2011 - $3,123). The components of exploration and evaluation expenditures are detailed in Note
10 of the financial statements.

Exploration and evaluation recoveries
received by way of property option payments are first credited to the individual project’s capitalized exploration and evaluation
asset cost before any remaining portion is recognized as a recovery. In the year ended August 31, 2013, the Company recognized
$3,960 as exploration and evaluation recoveries (2012 - $9,400; 2011 - $40,914).

The non-cash stock based compensation
expense for stock options vested during the year was $329,143 in the year ended August 31, 2013 (2012 - $459,188; 2011 - $591,854).
The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model and recognized
over the vesting period of the options.

In fiscal year 2013, the Company wrote
off $49,891 in exploration and evaluation asset costs for the Angel Wing, Fuse, HOG, and Rook projects in Nevada. This compared
to $86,465 written off in fiscal year 2012, and $206,929 written off in fiscal 2011.

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

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

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

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

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

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

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

53  |  Page





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

|                                 | Aug
        31
        2013
        IFRS
        $ | May
        31
        2013
        IFRS
        $ | Feb
        28
        2013
        IFRS
        $ | Nov
        30
        2012
        IFRS
        $ | Aug
        31
        2012
        IFRS
        $ | May
        31
        2012
        IFRS
        $ | Feb
        29
        2012
        IFRS
        $ | Nov
        30
        2011
        IFRS
        $
|-------------------------------- | -------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------- | --------------------------------------------------
|Revenue                          | nil                                                | nil                                                | nil                                                | nil                                                | nil                                                | nil                                                | nil                                                | nil                                               
|Loss for the period              | (852,548)                                          | (566,055)                                          | (734,276)                                          | (1,062,874)                                        | (1,119,401)                                        | (758,125)                                          | (742,117)                                          | (1,018,394)                                       
|Basic and diluted loss per share | (0.01)                                             | (0.01)                                             | (0.01)                                             | (0.02)                                             | (0.02)                                             | (0.01)                                             | (0.01)                                             | (0.02)                                            



Miranda began the fourth quarter of the
2013 fiscal year with cash of $7,752,221. During the three months ended August 31, 2013, the Company expended $716,859 on operating
activities and recovered $61,294 on investing activities and experienced a positive effect of $19,887 from foreign exchange on
cash, to end on August 31, 2013, with $7,116,543 in cash.

Miranda began the 2013 fiscal year with
cash of $4,955,344. During the year ended August 31, 2013, the Company expended $2,707,308 on operating activities and $80,107
on investing activities and raised $4,927,741 on financing activities, and experienced a positive effect of $20,873 from foreign
exchange on cash to end on August 31, 2013, with $7,116,543 in cash.

As at November 30, 2013, there were 8,079,500
stock options outstanding pursuant to the 2013 Plan, none of which were “in-the-money” (TSX.V closing price November
29, 2013 was $0.135). In addition, as at November 30, 2013, there were 20,835,800 share purchase warrants outstanding, none of
which were “in-the-money”.

|Authorized:
        an unlimited number of
        common
        shares without par value | Common Shares Issued and Outstanding | Common Share Purchase
        Warrants | Stock
        Options
|------------------------------------------------------------------------------------------ | ------------------------------------ | -------------------------------------- | ---------------------
|Outstanding August 31, 2013                                                                | 74,040,252                           | 20,935,800                             | 6,937,000            
|Stock options granted                                                                      | -                                    | -                                      | 1,142,500            
|Share purchase warrants expired unexercised                                                | -                                    | (100,000)                              | -                    
|Outstanding at the date of this Annual Report                                              | 74,040,252                           | 20,835,800                             | 8,079,500            



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

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

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

54  |  Page





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

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

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

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

Miranda does not have any off-balance
sheet arrangements.

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

The following table outlines the current
contractual obligations of Miranda as at August 31, 2013:

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



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

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

Risk factors that could affect our future
results include, but are not limited to, risks inherent in mineral exploration activities and other operating and development risks,
no revenue from commercial operations, no assurance that any of our mineral properties possess commercially mineable bodies of
ore, financial risk, shareholder dilution from additional equity financings, competition, environmental regulations, changes to
reclamation requirements, volatility and sensitivity to market prices for precious and base metals, the impact of

55  |  Page





changes in foreign currencies' exchange
rates, political risk, changes in government regulation and policies including trade laws and policies, demand for precious and
base metals, and receipt of permits and approvals from governmental authorities.

|ITEM 6 |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------ |  | ------------------------------------------

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

The following table lists as of August
31, 2013, the names of the directors and senior management of Miranda. Each of the directors has served in his or her respective
capacity since his or her election and/or appointment and will serve until the next annual general meeting of shareholders.

|Name                    | Title                                                     | Date First Elected/Appointed                                                                                                             
|----------------------- | --------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------
|Kenneth Cunningham      | Director, Chairman, President and CEO                     | November 7, 2003, President of Miranda U.S.A. Inc. and on February 9, 2004, as Chairman, President and Chief Executive Officer of Miranda
|Steven Ristorcelli 1, 2 | Director                                                  | February 20, 1995, and until July 29, 2003, Corporate Secretary of Miranda                                                               
|G. Ross McDonald1       | Director                                                  | August 9, 2006                                                                                                                           
|James Cragg 2, 3        | Director                                                  | December 13, 2004                                                                                                                        
|Ian Slater1             | Director                                                  | December 10, 2007                                                                                                                        
|Paul van Eeden3         | Director                                                  | September 26, 2010                                                                                                                       
|Doris Meyer             | Chief Financial Officer 4
        and Corporate Secretary | February 1, 2006                                                                                                                         
|Joseph Hebert           | Vice President Exploration                                | December 8, 2003                                                                                                                         

1Member of the Audit Committee

2Member of the Compensation Committee

3
Member of the Corporate Governance and Nominating Committee

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

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

56  |  Page





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

Kenneth Cunningham

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



Steven Ristorcelli



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

G. Ross McDonald

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

James Cragg

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

Ian Slater

Ian Slater is a director of Miranda and
has served in this capacity since December 10, 2007.  Mr. Slater was recommended to Miranda by the Lundin Group of companies
following a 2008 financing in which Global NR Holding SA, a Luxembourg based holding company which is controlled by the Lundin
Family, participated in an equity financing with Miranda.  Mr. Slater has been involved in the gold mining industry for twenty
years and was a former partner with Ernst & Young where he led their mining practice.  Mr. Slater’s expertise has
also focused on Central Asia and Russia, dealing with government negotiations for many major mining companies.  Mr. Slater
has a Bachelor in Business Administration and is a Canadian Chartered Accountant.  Mr. Slater is a director of Slater
Mining Corporation, TLO Capital Corp. and Red Eagle Mining Corporation, all publicly traded companies.  Mr. Slater
is an independent director.

57  |  Page





Paul van Eeden

Paul van Eeden is a director of Miranda
and has served in this capacity since September 26, 2010.  He is also the President of Cranberry Capital Inc., a private
Canadian holding company.  Mr. Van Eeden began his career in the financial and resource sectors as a stockbroker with Rick
Rule’s Global Resource Investments Ltd. in 1996 and has been active in financing mineral exploration companies and analyzing
markets ever since. Mr. Van Eeden is a director of Evrim Resources Corp. and Synodon Inc., both publicly traded companies. Mr.
Van Eeden is an independent director.

Doris Meyer

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

Joseph Hebert

Joseph Hebert, B.S. Geo., is Vice President
Exploration. Mr. Hebert brings nearly thirty years of experience from diversified mineral exploration and mining geology through
to senior geologist and exploration management. More than twenty of these years have been focused in Nevada. Prior to joining Miranda
in 2003, Mr. Hebert had been senior exploration geologist for the Cortez Joint Venture (Placer Dome and Kennecott Minerals) located
on the Battle Mountain Trend in North Central Nevada. He was a member of the exploration team that discovered the 7.5 million ounce
Cortez Hills deposit and he directed all generative and acquisition efforts within the Cortez Joint Venture area of interest. Mr.
Hebert is credited with team participation in multiple gold discoveries in Nevada and Utah over the course of his career.

|B. |  | Compensation
|-- |  | ------------

Miranda pays to each director, who is
not an employee, member of management or a consultant to Miranda, an annual fee of US$6,000 for his services as a director of Miranda.
In the fiscal year ended August 31, 2013, Miranda paid $30,151 in director fees. Directors of Miranda are entitled to be reimbursed
for reasonable expenditures incurred in performing their duties as directors. Miranda does, from time to time, grant options to
purchase common shares to the directors. The following table sets out details of incentive stock options granted by Miranda to
the non-executive directors during the fiscal year ended August 31, 2013.

|Name               | Date of
        grant | Options
        granted | Exercise
        price | Expiry
        date
|------------------ | --------------------- | ----------------------- | ---------------------- | -------------------
|James F. Cragg     | Sep 24, 2012          | 70,000                  | $ 0.305                | Sep 24, 2017       
|G. Ross McDonald   | Sep 24, 2012          | 75,000                  | $ 0.305                | Sep 24, 2017       
|Steven Ristorcelli | Sep 24, 2012          | 75,000                  | $ 0.305                | Sep 24, 2017       
|Ian Slater         | Sep 24, 2012          | 65,000                  | $ 0.305                | Sep 24, 2017       
|Paul van Eeden     | Sep 24, 2012          | 62,500                  | $ 0.305                | Sep 24, 2017       



The following table is a summary of the
compensation paid to Miranda’s senior management in the most recently completed financial year ended August 31, 2013.

58  |  Page





Summary Compensation

|Name and principal position                                                  | Fiscal year endedAugust 31 | Salary   | Bonus | Other annual compensation | Securities
        Under
        Options Granted | Restricted
        Shares or
        Restricted
        Share
        Units ($)
|---------------------------------------------------------------------------- | -------------------------- | -------- | ----- | ------------------------- | ------------------------------------------------ | -------------------------------------------------------------------------------
|Kenneth D. Cunningham(1)Chairman, President/CEO                              | 2013                       | $198,639 | Nil   | Nil                       | 300,000                                          | Nil                                                                            
|Joseph Hebert(2)
        Vice President Exploration                          | 2013                       | $157,692 | Nil   | Nil                       | 200,000                                          | Nil                                                                            
|Doris A. Meyer(3)
        Chief FinancialOfficer/Corporate
        Secretary | 2013                       | $Nil     | Nil   | $116,357                  | 130,000                                          | Nil                                                                            

(1)During the financial year ended August 31, 2013, Mr. Cunningham was
paid US$196,510 in salary, the approximate Canadian dollar equivalent of $198,639 using an average exchange rate for the financial
year of 1.0108. See “Termination of Employment, Change in Responsibilities and Employment Contracts” below.

(2)During the financial year ended August 31, 2013, Mr. Hebert was paid
US$156,000 in salary, the approximate Canadian dollar equivalent of $157,692 using an average exchange rate for the financial year
of 1.0108. See “Termination of Employment, Change in Responsibilities and Employment Contracts” below.

(3)Consulting fees are paid to Golden Oak Corporate Services Ltd., a
company owned by Doris Meyer. See “Termination of Employment, Change in Responsibilities and Employment Contracts”
below.

Kenneth D. Cunningham, the President
and Chief Executive Officer of Miranda, entered into an employment agreement (the “Cunningham Agreement”) with Miranda
on September 1, 2005, pursuant to which Mr. Cunningham agreed to perform the duties and fulfill the responsibilities consistent
with the position held in consideration of an annual salary, currently at the rate of US$202,125, to be reviewed annually between
Mr. Cunningham and Miranda. Mr. Cunningham’s employment pursuant to the Cunningham Agreement is for an indefinite term, continuing
until terminated pursuant to the terms of the Cunningham Agreement. Miranda may terminate the Cunningham Agreement for cause, as
more particularly set out in the Cunningham Agreement, or at any time without cause by payment to Mr. Cunningham equal to two times
his annual salary, based on the annual salary pursuant to the Cunningham Agreement at the time of termination, and all wages owing
to Mr. Cunningham up to and including his last day of employment (collectively, the “Severance Package”, as defined
in the Cunningham Agreement). Mr. Cunningham may terminate the Cunningham Agreement on 30 days’ written notice to Miranda
if: i) Miranda makes a material adverse change in the salary, duties or responsibilities assigned to Mr. Cunningham pursuant to
the Cunningham Agreement; or ii) a “change in control” (as defined in the Cunningham Agreement) of Miranda occurs;
in either of which cases, Miranda shall pay to Mr. Cunningham the Severance Package. Mr. Cunningham may terminate the Cunningham
Agreement at any time without cause on 60 days’ written notice to Miranda.

Joseph Hebert, the Vice President of Exploration
for Miranda, entered into an amended employment agreement (the “Hebert Agreement”) with Miranda on April 1, 2013, pursuant
to which Mr. Hebert agreed to perform the duties and fulfill the responsibilities consistent with the position held in consideration
of an annual salary, currently at the rate of US$156,000, to be reviewed annually between Mr. Hebert and Miranda. Mr. Hebert’s
employment pursuant to the Hebert Agreement is for an indefinite term, continuing until terminated pursuant to the terms of the Hebert Agreement. Miranda may
terminate the Hebert Agreement for cause, as more particularly set out in the Hebert Agreement, or at any time without cause by
payment to Mr. Hebert equal to one-and-one-half times his annual salary, based on the annual salary pursuant to the Hebert Agreement
at the time of termination, and all wages owing to Mr. Hebert up to and including his last day of employment (collectively, the
“Severance Package”, as defined in the Hebert Agreement). Mr. Hebert may terminate the Hebert Agreement on 30 days’
written notice to Miranda if: i) Miranda makes a material adverse change in the salary, duties or responsibilities assigned to
Mr. Hebert pursuant to the Hebert Agreement; or ii) a “change in control” (as defined in the Hebert Agreement) of Miranda
occurs; in either of which cases, Miranda shall pay to Mr. Hebert the Severance Package. Mr. Hebert may terminate the Hebert Agreement
at any time without cause on 60 days’ written notice to Miranda.

59  |  Page









On April 1, 2011, Miranda renewed a consulting
agreement with Doris Meyer and her wholly owned company, Golden Oak Corporate Services Ltd., (the “Meyer Agreement”)
in connection with provision by Ms. Meyer of her services as the Chief Financial Officer (“CFO”) and Corporate Secretary
of Miranda and the provision as an independent contractor by Golden Oak Corporate Services Ltd. (“Golden Oak”) to Miranda
of accounting, financial, corporate and regulatory compliance services in consideration of a current annual service fee of $119,028
plus applicable taxes and reimbursement of reasonable office costs and expenses and all pre-approved travel and out-of-pocket expenses
incurred by Golden Oak in furtherance of or in connection with the business of Miranda and its subsidiaries.



On October 17, 2013, the Meyer Agreement was
amended due to the resignation of Meyer as Chief Financial Officer with effect on the same date. The amendment waives the condition
that Meyer be made available to the Company as CFO, and allows Golden Oak to appoint Mr. Len Goldsmith as CFO pursuant to the same
Meyer Agreement. Doris Meyer will continue as Corporate Secretary to the Company. This amendment to the Meyer Agreement also changes
the termination notice and termination payments due.



The Meyer Agreement was for an initial term
of one year and, unless terminated in accordance with its terms, is renewed annually, as amended. The Meyer Agreement may be terminated
by Miranda for cause without notice or without cause at any time upon ten days written notice of termination specifying the date
of such termination, in which event Miranda shall pay to Golden Oak an amount equal to one-quarter of the service fee then payable
under the Meyer Agreement and, upon such payment and reimbursement of any other amounts then due and owing, Golden Oak shall have
no further recourse from Miranda. The Meyer Agreement may be terminated by Golden Oak upon 60 days written notice to Miranda provided
that Miranda may waive such notice, in which case Golden Oak’s services will terminate upon Miranda giving such waiver. During
the 60 day notice period, Golden Oak and Ms. Meyer and Mr. Goldsmith will agree to perform their obligations to Miranda if Miranda
requests such performance and will perform such obligations in the manner directed by Miranda. On a defined change of control event
and if Golden Oak terminates its services within 90 days following the event, or if Golden Oak’s services are terminated
by Miranda without cause, Golden Oak will be entitled to be paid by Miranda one-quarter of the annual service fee in effect at
the time of the change of control event. The Meyer Agreement contains non-disclosure and non-solicitation provisions typical of
an agreement of its nature.



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

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

Our Board has an Audit Committee and
a Compensation Committee. The members of the committees do not have any fixed terms for holding their positions, are appointed
and replaced from time to time by resolution of the Board and do not receive any separate cash remuneration for acting as members
of the committee, however committee members are awarded additional stock options for each committee served on.

60  |  Page





Audit committee charter

Purpose of the committee

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

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



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

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

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

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

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

Authority and responsibilities

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

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

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

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

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

61  |  Page





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

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

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

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

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

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

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

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

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

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

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



Audit committee members

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

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

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

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

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

62  |  Page







Compensation Committee

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

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

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

|D. |  | Employees
|-- |  | ---------

As of August 31, 2013, there are five
full time employees in Nevada and seven full time employees in Colombia. Doris Meyer the Chief Financial Officer and Corporate
Secretary and Len Goldsmith the Controller of Miranda are retained pursuant to a contract between Miranda and Doris Meyer’s
100% owned company, Golden Oak Corporate Services Ltd.

|E. |  | Share Ownership
|-- |  | ---------------

The following table sets forth, as of
November 30, 2013, the number of Miranda’s common shares beneficially owned by the directors and members of senior management
of Miranda, individually, and as a group, and the percentage of ownership of the outstanding common shares represented by such
shares.

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

63  |  Page





Directors and Senior Management
Share Ownership

|Name of Beneficial
        Owner | Title of Class | Number of Securities of Class | Percent of Class *
|-------------------------------- | -------------- | ----------------------------- | ------------------
|Kenneth Cunningham               | Common         | 2,568,500                     | 3.1%              
|Steven Ristorcelli               | Common         | 895,000                       | 1.1%              
|Joseph Hebert                    | Common         | 1,714,000                     | 2.1%              
|James F. Cragg                   | Common         | 476,994                       | 0.6%              
|Doris Meyer                      | Common         | 695,000                       | 0.8%              
|G. Ross McDonald                 | Common         | 505,000                       | 0.6%              
|Ian Slater                       | Common         | 425,000                       | 0.5%              
|Paul van Eeden                   | Common         | 5,047,500                     | 6.1%              
|Len Goldsmith                    | Common         | 172,500                       | 0.2%              
|TOTAL                            | Common         | 12,499,494                    | 15.2%             



*Based
on 82,074,752 common shares outstanding and as if all of the options and warrants (8,034,500 as a group) held by directors and
officers as at November 30, 2013, were exercised.

| | · | Kenneth Cunningham owns 553,500 common shares;
100,000 warrants; and holds a total of 1,915,000 stock options with exercise prices and expiry dates as shown in the table below;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Steven Ristorcelli owns 293,000 common shares;
60,000 warrants; and holds a total of 542,000 stock options with exercise prices and expiry dates as shown in the table below;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Joseph Hebert owns 289,000 common shares;
200,000 warrants; and holds a total of 1,225,000 stock options with exercise prices and expiry dates as shown in the table below;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | James Cragg owns 79,494 common shares and
holds a total of 397,500 stock options with exercise prices and expiry dates as shown in the table below;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Doris Meyer owns 15,000 common shares indirectly
through a private company owned 100% by Doris Meyer; and Doris Meyer holds a total of 680,000 stock options with exercise prices
and expiry dates as shown in the table below;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | G. Ross McDonald owns 20,000 common shares
and holds a total of 485,000 stock options with exercise prices and expiry dates as shown in the table below;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Ian Slater owns 10,000 common shares and
holds a total of 415,000 stock options with exercise prices and expiry dates as shown in the table below;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Paul van Eeden owns 3,190,000 common shares
and 1,570,000 warrants indirectly through a private company; and directly holds a total of 287,500 stock options with exercise
prices and expiry dates as shown in the table below; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Len Goldsmith owns 15,000 common shares and
holds a total of 157,500 stock options with exercise prices and expiry dates as shown in the table below
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

As of November
30, 2013, the directors and officers held as a group, directly or indirectly, an aggregate of 4,464,994 common shares; 1,930,000
warrants; and 6,104,500 stock options.

Options to Purchase Securities



Amendments to Miranda’s
Amended and Restated Stock Option Plan (the “2006 Plan”) were approved by our shareholders on January 22, 2013.

64  |  Page





Summary of the amended
2013 Plan

The aggregate number of common stock
reserved for issuance or delivery upon exercise of all options granted under the 2013 Plan and outstanding on any particular date
must not exceed 10,491,890 common shares of Miranda, which represented 20% of the issued common shares of Miranda as of December
9, 2010, the original date of approval of the Plan by the Board. If any options granted under the 2013 Plan expire or terminate
for any reason without having been exercised in full, the un-purchased shares subject thereto shall thereupon again be available
for purposes of the 2013 Plan, including for replacement options, which may be granted in exchange for such expired, surrendered,
exchanged, cancelled or terminated options.

The 2013 Plan provides for: (i) the grant
to employees of incentive stock options within the meaning of Section 422 of the United States Internal Revenue Code of 1986, as
amended, and (ii) the grant to employees, directors, consultants or independent contractors of Miranda of nonqualified stock options.
The 2013 Plan provides that it will be administered by the Board of Miranda, but the Board may delegate to a committee of the Board
any or all authority for administration of the 2013 Plan. The administrator shall be constituted to comply with Section 16(b) of
the United States Securities Exchange Act of 1934, as amended and other applicable laws. The administrator has the power to determine
the terms of the options granted, including the exercise price, the number of shares subject to the option and the exercisability
thereof. Options granted pursuant to the 2013 Plan are not transferable by the optionee, other than by will or the laws of descent
and distribution, and are exercisable during the optionee’s lifetime only by the optionee. So long as Miranda is classified
as a “Tier 2” issuer by the TSX Venture Exchange, options will vest and become exercisable at the discretion of the
Board of Directors.

The exercise price of incentive stock
options granted under the 2013 Plan must be at least equal to the fair market value of the shares at the time of grant. With respect
to any participant possessing more than 10% of the voting power of Miranda’s outstanding capital stock, the exercise price
of any option granted must be at least equal to 110% of the fair market value on the date of grant and the maximum term of the
option must not exceed five years. The terms of all other options granted under the 2013 Plan may not exceed ten years..

In the event of any extraordinary transactions
relating to the capital structure of Miranda, such as a stock split, reverse stock split, stock dividend, combination or reclassification
of common shares, the administrator may make such adjustments in the total number or price of common shares available for issuance
under the 2013 Plan as it deems appropriate, subject to any required stockholder actions. In the event of a merger, consolidation
or reorganization (other than a merger in which the holders of common shares in Miranda immediately prior to the merger have the
same proportionate ownership of common stock in the surviving corporation immediately after the merger) as a result of which the
shareholders of Miranda receive capital stock of another corporation in exchange for their common shares of Miranda, the 2013 Plan
provides that if the successor corporation refuses to assume the outstanding options or to substitute equivalent options, then
the outstanding options will terminate immediately prior to such merger, consolidation or reorganization provided each optionee
shall have the right immediately prior to such merger to exercise his or her option in whole or in part. However, if the shareholders
of Miranda receive cash or other property in exchange for their common shares of Miranda, the outstanding options will also terminate
immediately prior to such merger with each optionee having the right immediately prior to such merger, consolidation or reorganization
to exercise his or her option in whole or in part.

The Board has the authority to amend
or terminate the 2013 Plan, provided that no such action may impair the rights of the holder of any outstanding option without
the written consent of any such holder, and provided further that certain amendments to the 2013 Plan are, by law, subject to regulatory
and stockholder approval.

The names and titles of the Directors
and Executive Officers of Miranda to whom outstanding stock options have been granted and the number of common shares subject to
such options is set forth in the following table as of November 30, 2013, as well as the number of options granted to Directors
and all employees as a group. The exercise price of the options is stated in Canadian Dollars.



65  |  Page





Stock Options Outstanding

|Name               | Title                | Number of Shares of Common Stock                                        | Exercise Price
        $                                      | Expiration Date                                                                                                          
|------------------ | -------------------- | ----------------------------------------------------------------------- | ------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------
|Kenneth Cunningham | Sr. Officer/Director | 615,000
        400,000
        400,000
        300,000
        200,000 | 0.350
        0.560
        0.400
        0.305
        0.155 | February 25, 2014
        September 26, 2015
        October 20, 2016
        September 24, 2017
        October 16, 2018
|Steven Ristorcelli | Director             | 197,000
        100,000
        100,000
        75,000
        70,000   | 0.350
        0.560
        0.400
        0.305
        0.155 | February 25, 2014
        September 26, 2015
        October 20, 2016
        September 24, 2017
        October 16, 2018
|James F. Cragg     | Director             | 85,000
        95,000
        85,000
        70,000
        62,500      | 0.350
        0.560
        0.400
        0.305
        0.155 | February 25, 2014
        September 26, 2015
        October 20, 2016
        September 24, 2017
        October 16, 2018
|G. Ross McDonald   | Director             | 115,000
        115,000
        105,000
        75,000
        75,000   | 0.350
        0.560
        0.400
        0.305
        0.155 | February 25, 2014
        September 26, 2015
        October 20, 2016
        September 24, 2017
        October 16, 2018
|Ian Slater         | Director             | 105,000
        90,000
        90,000
        65,000
        65,000     | 0.350
        0.560
        0.400
        0.305
        0.155 | February 25, 2014
        September 26, 2015
        October 20, 2016
        September 24, 2017
        October 16, 2018
|Paul van Eeden     | Director             | 75,000
        95,000
        62,500
        55,000                     | 0.560
        0.400
        0.305
        0.155               | September 26, 2015
        October 20, 2016
        September 24, 2017
        October 16, 2018                          
|Joe Hebert         | Sr. Officer          | 350,000
        250,000
        250,000
        200,000
        175,000 | 0.350
        0.560
        0.400
        0.305
        0.155 | February 25, 2014
        September 26, 2015
        October 20, 2016
        September 24, 2017
        October 16, 2018
|Doris Meyer        | Sr. Officer(1)       | 175,000
        175,000
        175,000
        130,000
        25,000  | 0.350
        0.560
        0.400
        0.305
        0.155 | February 25, 2014
        September 26, 2015
        October 20, 2016
        September 24, 2017
        October 16, 2018
|Len Goldsmith      | Sr. Officer(1)       | 30,000
        30,000
        22,500
        75,000                     | 0.560
        0.400
        0.305
        0.155               | September 26, 2015
        October 20, 2016
        September 24, 2017
        October 16, 2018                          

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

Total Officers/Directors (9 persons) 6,104,500
at November 30, 2013

Total Officers/Directors/Employees 8,079,500
at November 30, 2013

66  |  Page





|ITEM 7 |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|------ |  | -------------------------------------------------

|A. |  | Major Shareholders
|-- |  | ------------------

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

| | · | Global Strategic Management Inc. reported
on Schedule 13G to the Securities Exchange Commission on February 11, 2013, that as at December 31, 2012, it held 5,200,033 common
shares of Miranda or 7.1%; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Sprott Inc. reported on Schedule 13G to the
Securities Exchange Commission on January 10, 2013, that as at December 31, 2012, it held:
| | - | --------------------------------------------------------------------------------------------------------------------------------------

| | o | Sole voting and dispositive power over 4,488,370
common shares of Miranda, and
| | - | ------------------------------------------------------------------------------

| | o | Shared voting and dispositive power over
4,500,000 common shares of Miranda, for a combined total of 11.5%
| | - | ----------------------------------------------------------------------------------------------------------

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

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

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

Miranda’s registered shareholder
list for Miranda’s common shares, dated November 30, 2013, showed 64 registered shareholders and 74,040,252 shares outstanding
of which 48 of these registered shareholders were US residents including one that is a depository for US residents, so that US
residents own 23,751,788 common shares representing 32.1% of the issued and outstanding shares of Miranda.

|B. |  | Related Party Transactions
|-- |  | --------------------------

During
the year ended August 31, 2013, 2012, and 2011, the Company:



| | a) | paid $116,357 (2012
- $114,450; 2011 - $108,938) to a company controlled by a common officer pursuant to a contract for consulting fees; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------



| | b) | included in wages
and benefits are fees paid to independent directors of $30,151 (2012 - $30,319; 2011 - $32,129).
| | -- | ------------------------------------------------------------------------------------------------------------------



At August
31, 2013, an amount of $1,109 for expenses owed to officers are included in accounts payable and accrued liabilities (August 31,
2012 - $34,337; August 31, 2011 - $16,919). These amounts were settled in the ordinary course of business shortly after the year
end.



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



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



67  |  Page





Other than as disclosed above, there
have been no transactions during the 2013 fiscal year which have materially affected or will materially affect Miranda in which
any director, executive officer, or beneficial holder of more than 5% of the outstanding common stock, or any of their respective
relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest. Management believes
the transactions referenced above were on terms at least as favorable to Miranda as Miranda could have obtained from unaffiliated
parties.

|C. |  | Interests of Experts and Counsel
|-- |  | --------------------------------

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

|ITEM 8 |  | FINANCIAL INFORMATION
|------ |  | ---------------------

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



Financial Statements



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



Legal and Arbitration Proceedings



Miranda is not involved in
any legal or arbitration proceedings.



Dividends



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

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

No significant changes have occurred
since the date of Miranda’s most recent audited financial statements, August 31, 2013, other than disclosed in this Annual
Report on Form 20-F, items represented in Note 18 to the financial statements, and property update activities as reported in Note
10 to the financial statements for the year ended August 31, 2013.

68  |  Page





|ITEM 9 |  | THE OFFER AND LISTING
|------ |  | ---------------------

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

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

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

TSX.V Stock Trading Activity, Sales, Cdn$

|For the Fiscal Year Ended | High | Low  
|------------------------- | ---- | -----
|August, 2013              | 0.34 | 0.125
|August, 2012              | 0.50 | 0.24 
|August, 2011              | 0.81 | 0.38 
|August, 2010              | 0.84 | 0.32 
|August, 2009              | 0.51 | 0.17 



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

TSX.V Stock Trading Activity, Sales

|Period
        Ended | Volume    | High   | Low    | Close 
|-------------------- | --------- | ------ | ------ | ------
|Feb 29/12            | 6,591,512 | $0.50  | $0.24  | $0.465
|May 31/12            | 2,296,741 | $0.41  | $0.285 | $0.405
|Aug 31/12            | 1,268,219 | $0.36  | $0.25  | $0.35 
|Nov 30/12            | 3,113,092 | $0.34  | $0.245 | $0.34 
|Feb 28/13            | 2,900,461 | $0.285 | $0.185 | $0.26 
|May 31/13            | 4,184,436 | $0.26  | $0.125 | $0.245
|Aug 31/13            | 2,183,739 | $0.25  | $0.14  | $0.25 
|Nov 30/13            | 3,136,522 | $0.21  | $0.11  | $0.20 



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

TSX.V Stock Trading Activity, Sales

|Period Ended | High   | Low   
|------------ | ------ | ------
|Jun-13       | $0.25  | $0.14 
|Jul-13       | $0.195 | $0.155
|Aug-13       | $0.21  | $0.17 
|Sep-13       | $0.21  | $0.155
|Oct-13       | $0.185 | $0.125
|Nov-13       | $0.18  | $0.11 



69  |  Page





Price Fluctuations: Share Price
Volatility

In recent years, securities markets in
Canada have experienced a high level of price and volume volatility, and the market price of many resource companies, particularly
those considered speculative exploration companies, have experienced wide fluctuations in price which have not necessarily been
related to operating performance or underlying asset values on prospects of such companies. Miranda’s shares fluctuated during
fiscal 2013, from a low of $0.125 to a high of $0.34; and for the most recent six months from a low of $0.11 to a high of $0.25.
Exploration for minerals is considered high risk and highly speculative and the trading market for mineral exploration companies
is characteristically volatile, with wide fluctuation of price and volume only in part related to progress of exploration. There
can be no assurance that continual fluctuations in Miranda’s share price and volume will not occur.

|B. |  | Plan of Distribution
|-- |  | --------------------

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

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

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

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

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

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

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

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

|ITEM 10 |  | ADDITIONAL INFORMATION
|------- |  | ----------------------

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

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

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

Incorporation

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

70  |  Page





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

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

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

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

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

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

Canada has no system of exchange controls.
 There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident
investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties
and other payments to non-resident holders of the Issuer’s securities, except as discussed in “10.E. Taxation”
below.

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

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

Certain Canadian Federal Income
Tax Consequences

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

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

71  |  Page





Dividends on Common Shares
and Other Income

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

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

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

Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayer’s
capital gain or capital loss from a disposition of a share of our common stock is the amount, if any, by which his or her proceeds
of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable
expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost
base for identical properties.  The capital gains net of losses included in income are as follows.  For gains net of
losses realized before February 28, 2000, as to 75%.  For gains net of losses realized after February 27, 2000 and before
October 18, 2000, as to 66 2/3%. For gains net of losses realized after October 17, 2000, as to 50%. There are special transitional
rules to apply capital losses against capital gains that arose in different periods. The amount by which a shareholder’s
capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder in the three previous
years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.

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

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

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



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



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

72  |  Page





Certain U.S. Tax Consequences

U.S. Federal Income Tax Consequences

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

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

U.S. Holders

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

Distributions on Our Common
Shares

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

73  |  Page







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

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

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

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

Foreign Tax Credit

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

74  |  Page







Disposition of Our Common
Shares

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

Other Considerations

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

Foreign Personal Holding Company

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

Foreign Investment Company

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

75  |  Page







Passive Foreign Investment Company

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

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

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

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

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

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

76  |  Page





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

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

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

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

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

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

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

Controlled Foreign Corporation

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

77  |  Page







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

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

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

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

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

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

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

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

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

|ITEM 11 |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- |  | ----------------------------------------------------------

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

|ITEM 12 |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|------- |  | ------------------------------------------------------

Not applicable

78  |  Page





PART
II

|ITEM 13 |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|------- |  | -----------------------------------------------

Not applicable

|ITEM 14 |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
|------- |  | --------------------------------------------------------

Not applicable

|ITEM 15 |  | CONTROLS AND PROCEDURES
|------- |  | -----------------------

Disclosure Controls and Procedures

At the end of the period
covered by this Form 20-F Annual Report for the fiscal year ended August 31, 2013, an evaluation was carried out under the supervision
of and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures
(as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation the CEO and the
CFO have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were
effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to
the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable
rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated
and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding
required disclosure.

Management’s Report on Internal Control
over Financial Reporting

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

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

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

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

The Company's management
assessed the effectiveness of the Company's internal control over financial reporting as of August 31, 2013. In making this assessment,
it used the criteria set forth in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based on this assessment, management concluded that, as of August 31, 2013, the Company's internal
control over financial reporting is effective based on those criteria.

79  |  Page





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

Attestation Report
of the Registered Accounting Firm

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

Changes in Internal Controls over Financial
Reporting

There were no changes
in our internal control over financial reporting that occurred during our most recently completed fiscal year ended August 31,
2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

|ITEM 15T |  | CONTROLS AND PROCEDURES
|-------- |  | -----------------------

Not applicable

|ITEM 16 |  | [RESERVED]
|------- |  | ----------

|ITEM 16A |  | AUDIT COMMITTEE FINANCIAL EXPERT
|-------- |  | --------------------------------

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

|ITEM 16B |  | CODE OF ETHICS
|-------- |  | --------------

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



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



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



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



- compliance with applicable governmental laws, rules and regulations;



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



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



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



80  |  Page





|ITEM 16C |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- |  | --------------------------------------

During the financial years ended August
31, 2013 and 2012, Davidson & Company LLP, Chartered Accountants, served as Miranda’s auditor.

The chart below sets forth the total
amount accrued by Miranda to Davidson & Company for services performed in the fiscal years 2013, 2012, and 2011; and breaks
down these amounts by category of service in Cdn$.

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

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

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

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

|Principal Accountant Fees and Services | Fiscal Year ended
        August 31, 2013
        Cdn$ | Fiscal Year ended
        August 31, 2012
        Cdn$ | Fiscal Year ended
        August 31, 2011
        Cdn$
|-------------------------------------- | ------------------------------------------------------ | ------------------------------------------------------ | ------------------------------------------------------
|Audit Fees                             | 57,500                                                 | 57,000                                                 | 56,100                                                
|Audit-Related Fees(IFRS)               | -                                                      | 10,000                                                 | -                                                     
|Tax Fees                               | 5,500                                                  | 5,000                                                  | 5,500                                                 
|All Other Fees                         | 1,500                                                  | 1,500                                                  | 1,530                                                 
|TOTAL                                  | 64,500                                                 | 73,500                                                 | 63,130                                                



Audit Committee's pre-approval
policies and procedures

The Audit Committee nominates and engages the
independent auditors to audit the financial statements, and approves all audit services, audit-related services, tax services and
other services provided by Davidson. Any services provided by Davidson that are not specifically included within the scope of the
audit must be pre-approved by the audit committee prior to any engagement. The audit committee is permitted to approve certain
fees for audit-related services, tax services and other services pursuant to a de minimusexception before the completion
of the engagement. In fiscal 2013 and 2012, fees paid to Davidson were approved pursuant to the de minimusexception for
tax services.



|ITEM 16D |  | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|-------- |  | ----------------------------------------------------------

Not Applicable

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

Not Applicable

81  |  Page





|ITEM 16F |  | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
|-------- |  | --------------------------------------------

Not Applicable

|ITEM 16G |  | CORPORATE GOVERNANCE
|-------- |  | --------------------

Not applicable

|ITEM 16H |  | MINE SAFETY DISCLOSURE
|-------- |  | ----------------------

Not applicable

82  |  Page





PART
III

|ITEM 17 |  | FINANCIAL STATEMENTS
|------- |  | --------------------

Miranda is furnishing financial statements
under Item 18.

|ITEM 18 |  | FINANCIAL STATEMENTS
|------- |  | --------------------

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

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

| | a) | Auditor’s Report, dated December 16,
2013;
| | -- | ------------------------------------------

| | b) | Consolidated Statements of Financial Position
as of August 31, 2013, and August 31, 2012;
| | -- | -----------------------------------------------------------------------------------------

| | c) | Consolidated Statements of Loss and Comprehensive
Loss for the years ended August 31, 2013, August 31, 2012, and August 31, 2011;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------

| | d) | Consolidated Statements of Cash Flows for
the years ended August 31, 2013, August 31, 2012, and August 31, 2011;
| | -- | ----------------------------------------------------------------------------------------------------------------

| | e) | Consolidated Statement of Changes in Equity
for the years ended August 31, 2013, August 31, 2012, and August 31, 2011; and
| | -- | --------------------------------------------------------------------------------------------------------------------------

| | f) | Notes to Consolidated Financial Statements
for the years ended August 31, 2013, August 31, 2012, and August 31, 2011.
| | -- | ---------------------------------------------------------------------------------------------------------------------

|ITEM 19 |  | EXHIBITS
|------- |  | --------

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

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



83  |  Page





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

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

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

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



Signatures

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

MIRANDA GOLD CORP.

By: “Ken Cunningham”

Ken Cunningham, Chairman, President, and
Chief Executive officer



Date: December
16, 2013

84  |  Page







EXHIBIT INDEX

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



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







































CONSOLIDATED
FINANCIAL STATEMENTS







For
the years ended August 31, 2013, 2012 and 2011



(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, 2013
and 2012, and the related consolidated statements of loss and comprehensive loss, cash flows and changes in equity for the years
ended August 31, 2013, 2012, and 2011 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, 2013 and 2012
and its financial performance and its cash flows for the years ended August 31, 2013, 2012, and 2011 in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board.





“DAVIDSON & COMPANY LLP”



|Vancouver, Canada | Chartered Accountants
|----------------- | ---------------------
|                  |                      
|December 16, 2013 |                      



















MIRANDA
GOLD CORP.



CONSOLIDATED STATEMENTS
OF FINANCIAL POSITION

(stated in Canadian dollars)







|                                     |                                          |         |              |             
|------------------------------------ | ---------------------------------------- | ------- | ------------ | ------------
|                                     |                                          |         | August 31,   | August 31,  
|                                     |                                          |         | 2013         | 2012        
|                                     |                                          | Note    |              |             
|                                     |                                          |         |              |             
|                                     |                                          |         |              |             
|ASSETS                               |                                          |         |             
|                                     |                                          |         |              |             
|Current                              |                                          |         |             
|                                     | Cash                                     | 5       | $ 7,116,543  | $ 4,955,344 
|                                     | Amounts receivable                       | 6       | 201,505      | 160,530     
|                                     | Marketable securities                    | 7       | 98,850       | 286,500     
|                                     | Advances and prepaid expenses            | 8       | 80,627       | 79,929      
|                                     |                                          |         | 7,497,525    | 5,482,303   
|                                     |                                          |         |              |             
|Equipment                            | 9                                        | 253,851 | 259,175     
|Exploration and evaluation assets    | 10                                       | 188,386 | 148,402     
|                                     |                                          |         | $ 7,939,762  | $ 5,889,880 
|                                     |                                          |         |              |             
|LIABILITIES AND SHAREHOLDERS' EQUITY |                                          |         |             
|                                     |                                          |         |              |             
|Current                              |                                          |         |             
|                                     | Accounts payable and accrued liabilities | 11      | $ 295,788    | $ 232,792   
|                                     |                                          |         |              |             
|Shareholders' equity                 |                                          |         |             
|                                     | Share capital                            | 12      | 29,652,503   | 26,591,533  
|                                     | Stock-based reserve                      |         | 6,535,486    | 6,206,343   
|                                     | Warrant reserve                          |         | 4,074,064    | 2,181,093   
|                                     | Accumulated other comprehensive loss     |         | (140,479)    | (60,034)    
|                                     | Deficit                                  |         | (32,477,600) | (29,261,847)
|                                     |                                          |         | 7,643,974    | 5,657,088   
|                                     |                                          |         | $ 7,939,762  | $ 5,889,880 
|Nature of operations                 | 1                                        |         |             
|Subsequent events                    | 18                                       |         |             









Approved for issue by the
Board of Directors on December 16, 2013.



They are signed on the Company’s
behalf by:





|“Kenneth Cunningham”         |                            | “G. Ross McDonald” | 
|---------------------------- | -------------------------- | ------------------ | 
|Kenneth Cunningham, Director | G. Ross McDonald, Director













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

















MIRANDA
GOLD CORP.



CONSOLIDATED STATEMENTS
OF LOSS

AND COMPREHENSIVE
LOSS

(stated in Canadian dollars)







|                                                     |                                                                 |               |                       |               |            
|---------------------------------------------------- | --------------------------------------------------------------- | ------------- | --------------------- | ------------- | -----------
|                                                     |                                                                 |               | Year ended August 31,
|                                                     |                                                                 | Note          | 2013                  | 2012          | 2011       
|                                                     |                                                                
|Expenses                                             |                                                                 |               |                       |              
|                                                     | Consulting                                                      |               | $ 118,103             | $ 109,987     | $ 124,321  
|                                                     | Depreciation                                                    |               | 81,414                | 87,492        | 72,768     
|                                                     | Directors fees                                                  |               | 30,151                | 30,319        | 32,129     
|                                                     | Exploration and evaluation expenditures                         | 10            | 1,216,833             | 1,449,857     | 1,350,487  
|                                                     | Exploration and evaluation recoveries                           |               | (3,960)               | (9,400)       | (40,914)   
|                                                     | Foreign exchange                                                |               | (58,783)              | 5,056         | 53,608     
|                                                     | Insurance                                                       |               | 35,972                | 37,968        | 41,575     
|                                                     | Investor relations                                              |               | 252,761               | 220,966       | 204,499    
|                                                     | Management fees earned                                          |               | (2,010)               | (4,706)       | (3,123)    
|                                                     | Office rent, telephone, secretarial, sundry                     |               | 190,594               | 201,109       | 190,850    
|                                                     | Professional fees                                               |               | 85,642                | 92,586        | 80,398     
|                                                     | Stock-based compensation                                        | 12            | 329,143               | 459,188       | 591,854    
|                                                     | Travel and business promotion                                   |               | 130,430               | 122,780       | 123,044    
|                                                     | Transfer agent, filing and regulatory fees                      |               | 47,084                | 48,067        | 56,400     
|                                                     | Wages and benefits                                              |               | 705,056               | 768,447       | 733,037    
|                                                     |                                                                 |               | (3,158,430)           | (3,619,716)   | (3,610,933)
|                                                     |                                                                 |               |                       |               |            
|Interest earned                                      |                                                                 | 86,427        | 84,964                | 105,736      
|Write-off of exploration and evaluation assets       | 10                                                              | (49,891)      | (86,465)              | (206,929)    
|Loss on disposal of equipment                        |                                                                 | -             | (2,697)               | -            
|Insurance recovery                                   |                                                                 | 6,942         | -                     | -            
|Loss on sale of marketable securities                | 7                                                               | (100,801)     | -                     | -            
|                                                     |                                                                 |               | (57,323)              | (4,198)       | (101,193)  
|Loss before income taxes                             |                                                                 | (3,215,753)   | (3,623,914)           | (3,712,126)  
|                                                     |                                                                 |               |                       |               |            
|                                                     | Deferred income tax (expense) recovery                          | 17            | -                     | (14,123)      | 14,123     
|                                                     |                                                                 |               |                       |               |            
|Loss for the year                                    |                                                                 | (3,215,753)   | (3,638,037)           | (3,698,003)  
|                                                     | Unrealized gain (loss) on marketable securities,
net of taxes   |               | (52,122)              | (163,997)     | 64,364     
|                                                     | Foreign currency translation differences for
foreign operations |               | (28,323)              | 19,201        | (14,102)   
|Comprehensive loss for the year                      |                                                                 | $ (3,296,198) | $ (3,782,833)         | $ (3,647,741)
|Basic and diluted loss per common share              |                                                                 | $ (0.05)      | $ (0.07)              | $ (0.07)     
|Weighted average number of common
shares outstanding |                                                                 | 67,673,299    | 52,927,922            | 52,435,384   













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,
|                                   |                                                           |             | 2013                  | 2012          | 2011         
|                                   |                                                           |             |                       |              
|Cash provided from (used for):     |                                                           |             |                       |              
|                                   |                                                           |             |                       |               |              
|Operating activities               |                                                           |             |                       |              
|                                   | Loss for the year                                         |             | $ (3,215,753)         | $ (3,638,037) | $ (3,698,003)
|                                   | Items not affecting cash:                                 |             |                       |               |              
|                                   | Depreciation                                              |             | 81,414                | 87,492        | 72,768       
|                                   | Deferred income tax expense (recovery)                    |             | -                     | 14,123        | (14,123)     
|                                   | Unrealized foreign exchange (gain) loss                   |             | (70,167)              | 18,903        | 16,816       
|                                   | Write-off of exploration and evaluation assets            |             | 49,891                | 86,465        | 206,929      
|                                   | Shares received as exploration and evaluation 
recoveries |             | (3,960)               | (9,400)       | (29,334)     
|                                   | Stock-based compensation                                  |             | 329,143               | 459,188       | 591,854      
|                                   | Loss on disposal of equipment                             |             | -                     | 2,697         | -            
|                                   | Loss on sale of marketable securities                     |             | 100,801               | -             | -            
|                                   |                                                           |             | (2,728,631)           | (2,978,569)   | (2,853,093)  
|                                   | Change in non-cash working capital items:                 |             |                       |               |              
|                                   | Amounts receivable                                        |             | (40,975)              | 317,221       | (221,573)    
|                                   | Advances and prepaid expenses                             |             | (698)                 | 21,073        | 22,917       
|                                   | Accounts payable and accrued liabilities                  |             | 62,996                | 54,400        | (21,001)     
|                                   |                                                           |             | (2,707,308)           | (2,585,875)   | (3,072,750)  
|                                   |                                                           |             |                       |               |              
|Investing activities               |                                                           |             |                       |              
|                                   | Exploration and evaluation asset acquisitions             |             | (106,131)             | (6,018)       | (83,273)     
|                                   | Exploration and evaluation asset recoveries               |             | 36,294                | 30,378        | 12,764       
|                                   | Proceeds from sale of marketable securities               |             | 56,687                | -             | -            
|                                   | Equipment purchases                                       |             | (66,957)              | (148,195)     | (138,703)    
|                                   |                                                           |             | (80,107)              | (123,835)     | (209,212)    
|                                   |                                                           |             |                       |               |              
|Financing activities               |                                                           |             |                       |              
|                                   | Shares issued                                             |             | 5,000,000             | 29,750        | 627,750      
|                                   | Share issue costs                                         |             | (72,259)              | -             | (4,071)      
|                                   |                                                           |             | 4,927,741             | 29,750        | 623,679      
|                                   |                                                           |             |                       |               |              
|Effect of foreign exchange on cash |                                                           | 20,873      | (1,359)               | (3,493)      
|                                   |                                                           |             |                       |               |              
|Change in cash for the year        |                                                           | 2,161,199   | (2,681,319)           | (2,661,776)  
|                                   |                                                           |             |                       |               |              
|Cash, beginning of the year        |                                                           | 4,955,344   | 7,636,663             | 10,298,439   
|                                   |                                                           |             |                       |               |              
|Cash, end of the year              |                                                           | $ 7,116,543 | $ 4,955,344           | $ 7,636,663  







Supplementary
disclosure with respect to cash flows – Note 16







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







MIRANDA
GOLD CORP.



CONSOLIDATED STATEMENTS
OF CHANGES IN EQUITY

(stated in Canadian dollars)







Reserves
    
    Other Comprehensive Income (Loss)Number of Shares
    Share  Capital
    Stock-based Reserve
    Warrant Reserve
    
    Foreign Exchange Reserve
    Unrealized gains / losses on marketable securities, net of tax
    Deficit
    Total Shareholders' EquityBalance, September 1, 2010
    51,279,452
    $ 25,839,086
    $ 5,231,112
    $ 1,973,539
    
    $ -
    $ 34,500
    $ (21,925,807)
    $ 11,152,430Share issues:Private placement
    1,000,000
    343,007
    -
    156,993
    
    -
    -
    -
    500,000Share issue costs
    -
    (4,071)
    -
    -
    
    -
    -
    -
    (4,071)Exercise of stock options
    320,000
    190,466
    (62,716)
    -
    
    -
    -
    -
    127,750Fair value of share purchase warrants 
issued pursuant to a joint venture
agreement
    -
    -
    -
    39,592
    
    -
    -
    -
    39,592Fair value of shares issued pursuant to
a joint venture agreement
    250,000
    134,000
    -
    -
    
    -
    -
    -
    134,000Stock-based compensation
    -
    -
    591,854
    -
    
    -
    -
    -
    591,854Comprehensive loss for the year
    -
    -
    -
    -
    
    (14,102)
    64,364
    (3,698,003)
    (3,647,741)Balance, August 31, 2011
    52,849,452
    26,502,488
    5,760,250
    2,170,124
    
    (14,102)
    98,864
    (25,623,810)
    8,893,814Share issues:Exercise of stock options
    85,000
    42,845
    (13,095)
    -
    
    -
    -
    -
    29,750Fair value of share purchase warrants 
issued pursuant to a joint venture
agreement
    -
    -
    -
    10,969
    
    -
    -
    -
    10,969Fair value of shares issued pursuant to
a joint venture agreement
    140,000
    46,200
    -
    -
    
    -
    -
    -
    46,200Stock-based compensation
    -
    -
    459,188
    -
    
    -
    -
    -
    459,188Comprehensive loss for the year
    -
    -
    -
    -
    
    19,201
    (163,997)
    (3,638,037)
    (3,782,833)Balance, August 31, 2012
    53,074,452
    26,591,533
    6,206,343
    2,181,093
    #
    5,099
    (65,133)
    (29,261,847)
    5,657,088Share issues:Private placement
    20,000,000
    3,182,963
    -
    1,817,037
    
    -
    -
    -
    5,000,000Private placement - finders units
    835,800
    133,016
    -
    75,934
    
    -
    -
    -
    208,950Fair value of shares issued pursuant to
a joint venture agreement
    130,000
    26,200
    -
    -
    
    -
    -
    -
    26,200Share issue costs - cash
    -
    (72,259)
    -
    -
    
    -
    -
    -
    (72,259)Share issue costs - fair value finders units
    -
    (208,950)
    -
    -
    
    -
    -
    -
    (208,950)Stock-based compensation
    -
    -
    329,143
    -
    
    -
    -
    -
    329,143Comprehensive loss for the year
    -
    -
    -
    -
    
    (28,323)
    (52,122)
    (3,215,753)
    (3,296,198)Balance, August 31, 2013
    74,040,252
    $ 29,652,503
    $ 6,535,486
    $ 4,074,064
    #
    $ (23,224)
    $ (117,255)
    $ (32,477,600)
    $ 7,643,974




















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, 2013, 2012, and 2011

(stated in Canadian dollars)









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



Miranda Gold Corp. (“Miranda”
or the “Company”) is a publicly-traded company incorporated under the laws of the Province of British Columbia, Canada.
The Company’s shares are listed on the TSX Venture Exchange (“TSX-V”). The corporate office of the Company is
Unit 1 - 15782 Marine Drive, White Rock, B.C., V4B 1E6. The Company is engaged in the identification, acquisition, exploration
and, if warranted, development of exploration and evaluation assets in the United States and Colombia. The consolidated financial
statements of the Company as at and for the year ended August 31, 2013, comprise the Company and its subsidiaries. The Company
is considered to be in the exploration stage as it has not placed any of its exploration and evaluation assets into production.



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



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



These consolidated financial statements
are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities
in the normal course of business in the foreseeable future. Management believes that the Company’s cash on hand at August
31, 2013, is sufficient to finance exploration activities and operations through the next twelve months. The Company’s ability
to continue on a going concern basis beyond the next twelve months depends on its ability to successfully raise additional financing
for the substantial capital expenditures required to achieve planned principal operations. While the Company has been successful
in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that
such financing will be on terms acceptable to the Company.



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



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



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



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



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



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








1


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)









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



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



The presentation currency of the Company
is the Canadian dollar.



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



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



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



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



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



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



Estimated useful lives of equipment



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



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.



Recovery of deferred tax assets



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



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



The Company
has not recorded any deferred tax assets.




2




Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)











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



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



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



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



Determination of functional currency



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



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



Principles
of consolidation



These
consolidated financial statements include the accounts of the Company and its subsidiaries and branch operations. Intercompany
balances and transactions, and any income and expenses arising from intercompany transactions, are eliminated in preparing the
consolidated financial statements.



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



(1)
– subject to forfeiture, see Note 10(p) and (s)






3


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)











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



Foreign
currency translation



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



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



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



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



Equipment



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



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



Exploration
and evaluation assets and expenditures



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



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



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






4


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)









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



Restoration,
rehabilitation and environmental obligations



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



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



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



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



Impairment



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



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



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



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



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



The
Company has assessed its non-financial assets as at August 31, 2013, and has concluded that there is no indication of impairment.




5




Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)









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



Provisions



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



Financial
assets



| | (i) | Financial assets at fair value through profit and 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 designed as effective hedges. Assets in this category include cash.



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



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



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



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



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



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



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



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








6






Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



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



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



Objective
evidence of impairment could include the following:



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

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

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



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



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



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



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



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



Financial
liabilities and equity



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



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



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



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



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






7


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



Financial
liabilities and equity(continued)



Share
capital



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



Warrants



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



Loss
per share



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



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



Share-based
compensation



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



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



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



Accumulated
other comprehensive income



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



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




8




Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



Income
taxes



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



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



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



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



Related
party transactions



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



New standards, interpretations and
amendments not yet effective



A number of new standards, amendments
to standards and interpretations are not yet effective as of August 31, 2013, and have not been applied in preparing these consolidated
financial statements. None of these are expected to have a material effect on the financial statements of the Company.



| |  | i.Effective for annual periods beginning on or after January 1, 2013
| |  | --------------------------------------------------------------------



Amendments
to IFRS 7 Financial Instruments; Disclosures and IAS 32Financial Instruments Presentation

| |  | The IASB published amendments to IFRS 7 (eff. Jan. 1, 2013) and
IAS 32 (eff. Jan. 1, 2014), the standards that address disclosure and presentation requirements for financial instruments, respectively,
related to offsetting financial assets and liabilities, while the criteria required for offsetting do not change.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



New standard IFRS 10 Consolidated
Financial Statements

Provides a new single consolidation
model that identifies control as the basis for consolidation for all types of entities, and replaces IAS 27 Consolidated and Separate
Financial Statements and SIC-12 Consolidation - Special Purpose Entities.






9


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



New
standards, interpretations and amendments not yet effective(continued)



New standard IFRS 11 Joint Arrangements

Improves the accounting for joint arrangements
by introducing a principle-based approach that requires a party to a joint arrangement to recognize its rights and obligations
arising from the arrangement. Such a principle-based approach will provide users with greater clarity about an entity’s involvement
in its joint arrangements by increasing the verifiability, comparability and understandability of the reporting of these arrangements.
IFRS 11 supersedes IAS 31 Interests in Joint Ventures and SIC-13 Jointly Controlled Entities-Non-Monetary Contributions
by Venturers.



New standard IFRS 12 Disclosure
of Interests in Other Entities

Combines, enhances and replaces the
disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities.



New standard IFRS 13 Fair Value
Measurement

Defines fair value and sets out a framework
for measuring fair value and disclosures about fair value measurements. It applies when other IFRSs require or permit fair value
measurements. It does not introduce any new requirements to measure an asset or a liability at fair value, change what is measured
at fair value in IFRSs or address how to present changes in fair value.



Amendments to IAS 27 and IAS 28
Separate Financial Statements and Investments in Associates and Joint Ventures

Addresses accounting for subsidiaries,
jointly controlled entities and associates in non-consolidated financial statements. IAS 28 has been amended to include joint ventures
in its scope and to address the changes in IFRS 10, 11, 12, and 13.



| |  | ii.Effective for annual periods beginning on or after January 1, 2014
| |  | ---------------------------------------------------------------------



Amendments to IAS 32 Financial
Instruments: Presentation

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



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



| |  | iii.Effective for annual periods beginning on or after January 1, 2015
| |  | ----------------------------------------------------------------------



New standard IFRS 9 Financial
Instruments

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



The Company
has not early adopted these revised standards and is currently assessing the impact that these standards could have on future financial
statements.












10


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(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,
        2013 | August 31,
        2012
|------------------------------------------------ | --------------------- | ----------------------- | -----------------------
|Cash                                             | FVTPL                 | $ 7,116,543             | $ 4,955,344            
|Amounts receivable                               | Loans and receivables | 201,505                 | 160,530                
|Marketable securities                            | Available-for-sale    | 98,850                  | 286,500                
|Advances                                         | Loans and receivables | 19,783                  | 23,150                 
|Accounts payable and
        accrued liabilities | Other liabilities     | (295,788)               | (232,792)              



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,
        2013
|------------------------------------- | ---------------------------------------------------- | ----------------------------------- | ------------------------------- | -------------------------------------------
|                                      | Level 1                                              | Level 2                             | Level 3                         |                                            
|Cash                                  | $ 7,116,543                                          | $ -                                 | $ -                             | $ 7,116,543                                
|Available-for-sale
        securities | 77,250                                               | 21,600                              | -                               | 98,850                                     
|                                      | $ 7,193,793                                          | $ 21,600                            | $ -                             | $ 7,215,393                                






11


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(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,
        2012
|------------------------------------- | ---------------------------------------------------- | ----------------------------------- | ------------------------------- | -------------------------------------------
|                                      | Level 1                                              | Level 2                             | Level 3                         |                                            
|Cash                                  | $ 4,955,344                                          | $ -                                 | $ -                             | $ 4,955,344                                
|Available-for-sale
        securities | 238,500                                              | 48,000                              | -                               | 286,500                                    
|                                      | $ 5,193,844                                          | $ 48,000                            | $ -                             | $ 5,241,844                                



During the year ended August 31,
2013:



| | a) | The Company sold 300,000 shares of Red Eagle Mining Corporation (“Red
Eagle”) for net proceeds of $54,111; and sold 125,000 shares of Enertopia Corp. (“Enertopia”) for net proceeds
of $2,576; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | 120,000 of the common shares of Red Eagle were re-classified from
Level 2 to Level 1 as the “hold period” had lapsed; and 130,000 common shares of Red Eagle were received and 100,000
of these were recorded as Level 2, while 30,000 were initially recorded as Level 2, but re-classified as Level 1 as the “hold
period” had lapsed.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During the year ended August 31,
2012:



| | a) | 300,000 of the common shares of Red Eagle were re-classified from
Level 2 to Level 1 as the “hold period” had lapsed; and 170,000 common shares of Red Eagle were received and 120,000
of these were recorded as Level 2, while 50,000 were initially recorded as Level 2, but re-classified as Level 1 as the “hold
period” had lapsed; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | 40,000 of the common shares of NuLegacy Gold Corporation (“NuLegacy”)
were re-classified from Level 2 to Level 1 as the “hold period” had lapsed.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------



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, 2013, 2012, and 2011

(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 the United States and maintains COP bank accounts in Colombia to support the cash
needs of its foreign operations. Management believes the foreign exchange risk related to currency conversions are minimal and
therefore, does not hedge its foreign exchange risk. At August 31, 2013, one Canadian dollar was equal to 0.9497 US dollars and
1,835 Colombian Pesos.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Balances are as follows:



|                                         | US dollars | Colombian Pesos | Canadian dollar equivalent
|---------------------------------------- | ---------- | --------------- | --------------------------
|Cash                                     | 380,927    | 224,339,349     | 523,381                   
|Amounts receivable                       | 138,233    | 15,122,000      | 153,800                   
|Advances and prepaid expenses            | 15,840     | 40,794,999      | 38,913,435                
|                                         | 535,000    | 280,256,348     | 716,094                   
|Accounts payable and accrued liabilities | (166,231)  | (105,771,775)   | (232,687)                 
|Net monetary assets (liabilities)        | 368,769    | 174,484,573     | 483,407                   



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 $48,340 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.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






13


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.










14


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)

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



|                                                     | As at August 31, 2013 | As at August 31, 2012
|---------------------------------------------------- | --------------------- | ---------------------
|Canadian dollar denominated deposits                 | $ 6,593,163           | $ 4,859,948          
|US dollar denominated deposits                       | 401,115               | 43,478               
|Colombian Peso denominated deposits held in Colombia | 122,265               | 51,918               
|                                                     |                       |                      
|Total                                                | $ 7,116,543           | $ 4,955,344          



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



|                                                                                      | As at August 31, 2013 | As at August 31, 2012
|------------------------------------------------------------------------------------- | --------------------- | ---------------------
|Amounts due from the Government of Canada
        pursuant to HST input tax credits   | $ 2,806               | $ 7,556              
|Amounts due from funding partners                                                     | 145,559               | 124,739              
|Amounts due from Canadian financial institutions
        for
        accrued interest | 53,140                | 27,267               
|Other amounts receivable                                                              | -                     | 968                  
|                                                                                      |                       |                      
|Total                                                                                 | $ 201,505             | $ 160,530            



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



At August 31, 2013, the Company had
the following marketable securities recognized at fair value:



|                                         |                          |           | August 31, 2012                               | August 31, 2013                              | August 31,
        2013
        
        Fair Value
|---------------------------------------- | ------------------------ | --------- | --------------------------------------------- | -------------------------------------------- | ---------------------------------------------------
|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:               |                          |           |                                               |                                              |                                                    
|Enertopia Corp. (“Enertopia”)            | -                        | $ -       | $ 7,500                                       | $ ( 7,500)                                   | $ -                                                
|NuLegacy                                 | 250,000                  | 50,313    | ( 15,313)                                     | ( 13,750)                                    | ( 29,063)                                          
|Red Eagle                                | 300,000                  | 125,792   | ( 38,320)                                     | ( 11,872)                                    | ( 50,192)                                          
|Teslin River Resources Corp. (“Teslin”)  | -                        | -         | 6,000                                         | ( 6,000)                                     | -                                                  
|White Bear Resources Inc. (“White Bear”) | 200,000                  | 40,000    | ( 25,000)                                     | ( 13,000)                                    | ( 38,000)                                          
|                                         |                          | $ 216,105 | $ ( 65,133)                                   | $ ( 52,122)                                  | $ ( 117,255)                                       



During the year ended August 31,
2013, the Company transferred 300,000 shares of Teslin back to Teslin at a fair value of $6,000 as partial payment for the Mustang
property acquisition (Note 10), and recorded a realized gain of $6,000. The Company sold 300,000 shares of Red Eagle for net proceeds
of $54,111, realizing a loss of $109,377 and sold 125,000 shares of Enertopia for net proceeds of $2,576, realizing a gain of $2,576,
for a total loss on sale of marketable securities of $100,801, in the year then ended.






15


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



At August 31, 2012, the Company had
the following marketable securities recognized at fair value:



|                              |                          |           | August 31, 2011                               | August 31, 2012                              | August 31,
        2012
        
        Fair Value
|----------------------------- | ------------------------ | --------- | --------------------------------------------- | -------------------------------------------- | ---------------------------------------------------
|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:    |                          |           |                                               |                                              |                                                    
|Enertopia                     | 125,000                  | $ -       | $ 12,500                                      | $ ( 5,000)                                   | $ 7,500                                            
|NuLegacy                      | 250,000                  | 50,313    | ( 14,313)                                     | ( 1,000)                                     | ( 15,313)                                          
|Red Eagle                     | 470,000                  | 261,320   | 105,800                                       | ( 144,120)                                   | ( 38,320)                                          
|Teslin                        | 300,000                  | -         | 27,000                                        | ( 21,000)                                    | 6,000                                              
|White Bear                    | 200,000                  | 40,000    | ( 18,000)                                     | ( 7,000)                                     | ( 25,000)                                          
|Tax effect of gains (losses)  | -                        | -         | ( 14,123)                                     | 14,123                                       | -                                                  
|                              |                          | $ 351,633 | $ 98,864                                      | $ ( 163,997)                                 | $ (65,133)                                         





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



|                                                             | As at August 31, 2013 | As at August 31, 2012
|------------------------------------------------------------ | --------------------- | ---------------------
|Advances held by employees in the USA                        | $ 16,680              | $ 3,943              
|Advances held by employees and suppliers in
        Colombia | 19,783                | 19,207               
|                                                             | 36,463                | 23,150               
|Prepaid expenses in Canada                                   | 41,714                | 43,555               
|Prepaid expenses in the USA                                  | -                     | 3,170                
|Prepaid expenses in Colombia                                 | 2,450                 | 10,054               
|Total                                                        | $ 80,627              | $ 79,929             






16


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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









|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |          
|------------------------ | --------------------------- |  | ------------------ |  | ------------------ | ---------------------- | --------------- |  | ------------------ | --------------- |  | ---------
|                         |                             |  | Canada             |  | United States      |                        | Colombia        |  | TOTAL             
|                         |                             |  | Computer Equipment |  | Computer Equipment | Furniture and fixtures | Field equipment |  | Computer Equipment | Field equipment |  |          
|                         |                             |  |                    |  |                    |                       
|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |          
|Cost                     |                             |  |                    |  |                    |                        |                 |  |                    |                 | 
|                         | At August 31, 2011          |  | $ 23,146           |  | $ 180,882          | $ 15,498               | $ 181,267       |  | $ 36,061           | $ 43,099        |  | $ 479,953
|                         | Assets acquired             |  | -                  |  | 14,928             | -                      | 69,055          |  | 26,670             | 37,542          |  | 148,195  
|                         | Assets disposed of          |  | -                  |  | (4,886)            | -                      | (24,536)        |  | -                  | -               |  | (29,422) 
|                         | Foreign exchange adjustment |  | -                  |  | 929                | 99                     | (694)           |  | -                  | -               |  | 334      
|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |          
|                         | At August 31, 2012          |  | 23,146             |  | 191,853            | 15,597                 | 225,092         |  | 62,731             | 80,641          |  | 599,060  
|                         | Assets acquired             |  | 1,178              |  | 4,041              | 1,364                  | -               |  | 20,959             | 39,415          |  | 66,957   
|                         | Foreign exchange adjustment |  | -                  |  | 13,367             | 1,155                  | 15,369          |  | -                  | -               |  | 29,891   
|                         | At August 31, 2013          |  | $ 24,324           |  | $ 209,261          | $ 18,116               | $ 240,461       |  | $ 83,690           | $ 120,056       |  | $ 695,908
|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |          
|Accumulated depreciation |                             |  |                    |  |                    |                        |                 |  |                    |                 | 
|                         | At August 31, 2011          |  | $ 19,656           |  | $ 113,771          | $ 10,218               | $ 122,239       |  | $ 7,605            | $ 5,387         |  | $ 278,876
|                         | Depreciation for the year   |  | 979                |  | 39,209             | 1,088                  | 17,514          |  | 14,606             | 14,096          |  | 87,492   
|                         | Assets disposed of          |  | -                  |  | (4,378)            | -                      | (22,345)        |  | -                  | -               |  | (26,723) 
|                         | Foreign exchange adjustment |  | -                  |  | (185)              | 40                     | 385             |  | -                  | -               |  | 240      
|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |          
|                         | At August 31, 2012          |  | 20,635             |  | 148,417            | 11,346                 | 117,793         |  | 22,211             | 19,483          |  | 339,885  
|                         | Depreciation for the year   |  | 870                |  | 14,726             | 1,011                  | 27,508          |  | 20,219             | 17,080          |  | 81,414   
|                         | Foreign exchange adjustment |  | -                  |  | 10,748             | 818                    | 9,192           |  | -                  | -               |  | 20,758   
|                         | At August 31, 2013          |  | $ 21,505           |  | $ 173,891          | $ 13,175               | $ 154,493       |  | $ 42,430           | $ 36,563        |  | $ 442,057
|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |          
|Carrying amounts         |                             |  |                    |  |                    |                        |                 |  |                    |                 | 
|                         | At August 31, 2012          |  | $ 2,511            |  | $ 43,436           | $ 4,251                | $ 107,299       |  | $ 40,520           | $ 61,158        |  | $ 259,175
|                         |                             |  |                    |  |                    |                        |                 |  |                    |                 |  |          
|                         | At August 31, 2013          |  | $ 2,819            |  | $ 35,370           | $ 4,941                | $ 85,968        |  | $ 41,260           | $ 83,493        |  | $ 253,851





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



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



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






17


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



Exploration and evaluation assets
deferred to the statements of financial position at August 31, 2013 and 2012 are as follows:







|          |             |                 |           |             |                                      |                     |                 |           |            |                                      |                     |                 
|--------- | ----------- | --------------- | --------- | ----------- | ------------------------------------ | ------------------- | --------------- | --------- | ---------- | ------------------------------------ | ------------------- | ----------------
|          |             | August 31, 2011 | Additions | Recoveries  | Effect of movement in exchange rates | Write off of assets | August 31, 2012 | Additions | Recoveries | Effect of movement in exchange rates | Write-off of assets | August 31,  2013
|Nevada:   |             |                 |           |             |                                      |                     |                 |           |            |                                      |                    
|          | Angel Wing  | $ 32,382        | $ -       | $ -         | $ 208                                | $ -                 | $ 32,590        | $ -       | $ -        | $ 2,225                              | $ (34,815)          | $ -             
|          | Big Blue    | -               | -         | -           | -                                    | -                   | -               | -         | -          | -                                    | -                   | -               
|          | Coal Canyon | -               | -         | -           | -                                    | -                   | -               | -         | -          | -                                    | -                   | -               
|          | East Spruce | 4,835           | -         | -           | 31                                   | -                   | 4,866           | -         | -          | 333                                  | -                   | 5,199           
|          | Fuse        | -               | 6,018     | -           | (23)                                 | -                   | 5,995           | -         | -          | 409                                  | (6,404)             | -               
|          | HOG         | 1,545           | -         | -           | 9                                    | -                   | 1,554           | -         | -          | 107                                  | (1,661)             | -               
|          | Iron Point  | 47,721          | -         | -           | 307                                  | -                   | 48,028          | -         | -          | 3,279                                | -                   | 51,307          
|          | Kibby Flat  | -               | -         | -           | -                                    | -                   | -               | 9,254     | -          | 614                                  | -                   | 9,868           
|          | Mustang     | -               | -         | -           | -                                    | -                   | -               | 51,028    | -          | 3,384                                | -                   | 54,412          
|          | Red Canyon  | -               | -         | -           | -                                    | -                   | -               | -         | -          | -                                    | -                   | -               
|          | Red Hill    | -               | -         | -           | -                                    | -                   | -               | -         | -          | -                                    | -                   | -               
|          | Redlich     | 15,109          | -         | -           | 97                                   | -                   | 15,206          | -         | -          | 1,039                                | -                   | 16,245          
|          | Rook        | 6,521           | -         | -           | 42                                   | -                   | 6,563           | -         | -          | 448                                  | (7,011)             | -               
|          | TAZ         | -               | -         | -           | -                                    | -                   | -               | -         | -          | -                                    | -                   | -               
|          |             | 108,113         | 6,018     | -           | 671                                  | -                   | 114,802         | 60,282    | -          | 11,838                               | (49,891)            | 137,031         
|Alaska:   |             |                 |           |             |                                      |                     |                 |           |            |                                      |                    
|          | Ester Dome  | 71,380          | 10,969    | (30,378)    | 894                                  | (52,865)            | -               | -         | -          | -                                    | -                   | -               
|          |             |                 |           |             |                                      |                     |                 |           |            |                                      |                     |                 
|Colombia: |             |                 |           |             |                                      |                     |                 |           |            |                                      |                    
|          | Cajamarca   | 48,960          | 6,600     | (21,960)    | -                                    | -                   | 33,600          | 7,200     | (7,200)    | -                                    | -                   | 33,600          
|          | Fresno      | 48,960          | 6,600     | (21,960)    | -                                    | (33,600)            | -               | -         | -          | -                                    | -                   | -               
|          | Minagrande  | -               | -         | -           | -                                    | -                   | -               | 51,849    | (36,294)   | -                                    | -                   | 15,555          
|          | Pavo Real   | -               | 33,000    | (33,000)    | -                                    | -                   | -               | 19,000    | (16,800)   | -                                    | -                   | 2,200           
|          |             | 97,920          | 46,200    | (76,920)    | -                                    | (33,600)            | 33,600          | 78,049    | (60,294)   | -                                    | -                   | 51,355          
|          |             | $ 277,413       | $ 63,187  | $ (107,298) | $ 1,565                              | $ (86,465)          | $ 148,402       | $ 138,331 | $ (60,294) | $ 11,838                             | $ (49,891)          | $ 188,386       












18


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



Exploration and evaluation expenditures
recorded in the consolidated statements of loss and comprehensive loss for the years ended August 31, 2013, and 2012 are as follows:





|                           |                              |                            |                                  |                              |             |                            |                                  |                              |             |                          |                                  |                             
|-------------------------- | ---------------------------- | -------------------------- | -------------------------------- | ---------------------------- | ----------- | -------------------------- | -------------------------------- | ---------------------------- | ----------- | ------------------------ | -------------------------------- | ----------------------------
|                           |                              | Year ended August 31, 2013 |                                  | Year ended August 31, 2012   |             | Year ended August 31, 2011
|                           |                              | Exploration Expenditures   | Recoveries from funding partners | Net Exploration Expenditures |             | Exploration Expenditures   | Recoveries from funding partners | Net Exploration Expenditures |             | Exploration Expenditures | Recoveries from funding partners | Net Exploration Expenditures
|Nevada:                    |                              |                            |                                  |                              |             |                            |                                  |                              |             |                          |                                 
|                           | Angel Wing                   | $ 221,301                  | $ (219,665)                      | $ 1,636                      |             | $ 233,894                  | $ (233,440)                      | $ 454                        |             | $ 251,471                | $ (251,471)                      | $ -                         
|                           | Big Blue                     | 60,738                     | -                                | 60,738                       |             | 84,797                     | (69,143)                         | 15,654                       |             | 177,741                  | (177,741)                        | -                           
|                           | Coal Canyon                  | 797                        | (683)                            | 114                          |             | 51,312                     | (49,051)                         | 2,261                        |             | 33,159                   | (32,367)                         | 792                         
|                           | East Spruce                  | 2,101                      | -                                | 2,101                        |             | 22,182                     | -                                | 22,182                       |             | 34,980                   | -                                | 34,980                      
|                           | FUSE                         | 1,013                      | -                                | 1,013                        |             | 30,193                     | -                                | 30,193                       |             | 3,481                    | -                                | 3,481                       
|                           | General exploration          | 274,869                    | -                                | 274,869                      |             | 380,129                    | -                                | 380,129                      |             | 332,813                  | -                                | 332,813                     
|                           | HOG                          | 238                        | -                                | 238                          |             | 26,442                     | -                                | 26,442                       |             | 3,279                    | -                                | 3,279                       
|                           | Iron Point                   | 68,872                     | -                                | 68,872                       |             | 109,245                    | -                                | 109,245                      |             | 68,536                   | -                                | 68,536                      
|                           | Kibby Flat                   | 57,085                     | -                                | 57,085                       |             | -                          | -                                | -                            |             | -                        | -                                | -                           
|                           | Mustang                      | 25,430                     | -                                | 25,430                       |             | -                          | -                                | -                            |             | -                        | -                                | -                           
|                           | PPM / Poverty Peak           | -                          | -                                | -                            |             | 7,295                      | -                                | 7,295                        |             | 39,115                   | -                                | 39,115                      
|                           | Red Canyon                   | -                          | -                                | -                            |             | 2,504                      | (2,504)                          | -                            |             | 2,850                    | (2,850)                          | -                           
|                           | Red Hill                     | 59,773                     | (1,003)                          | 58,770                       |             | 68,287                     | (68,287)                         | -                            |             | 60,804                   | (60,804)                         | -                           
|                           | Redlich                      | 4,509                      | -                                | 4,509                        |             | 36,694                     | -                                | 36,694                       |             | 2,022                    | -                                | 2,022                       
|                           | Rook                         | 928                        | -                                | 928                          |             | 25,954                     | -                                | 25,954                       |             | 25,170                   | -                                | 25,170                      
|                           | TAZ                          | -                          | -                                | -                            |             | 608                        | (154)                            | 454                          |             | 4,973                    | (2,893)                          | 2,080                       
|                           |                              | 777,654                    | (221,351)                        | 556,303                      |             | 1,079,536                  | (422,579)                        | 656,957                      |             | 1,040,394                | (528,126)                        | 512,268                     
|                           |                              |                            |                                  |                              |             |                            |                                  |                              |             |                          |                                  |                             
|Alaska:                    |                              |                            |                                  |                              |             |                            |                                  |                              |             |                          |                                 
|                           | Ester Dome                   | 41,371                     | -                                | 41,371                       |             | 63,272                     | (61,347)                         | 1,925                        |             | 139,943                  | (72,102)                         | 67,841                      
|                           | Willow                       | 2,012                      | -                                | 2,012                        |             | -                          | -                                | -                            |             | -                        | -                                | -                           
|                           |                              |                            |                                  |                              |             |                            |                                  |                              |             |                          |                                  |                             
|Colombia:                  |                              |                            |                                  |                              |             |                            |                                  |                              |             |                          |                                 
|                           | Alliance expenditures        | 665,090                    | (465,563)                        | 199,527                      |             | -                          | -                                | -                            |             | -                        | -                                | -                           
|                           | Property investigation costs | 417,620                    | -                                | 417,620                      |             | 790,975                    | -                                | 790,975                      |             | 770,378                  | -                                | 770,378                     
|                           | Pavo Real                    | 392                        | (392)                            | -                            |             | -                          | -                                | -                            |             | 5,575                    | (5,575)                          | -                           
|                           |                              |                            |                                  |                              |             |                            |                                  |                              |             |                          |                                  |                             
|Property exploration costs | $ 1,904,139                  | $ (687,306)                | $ 1,216,833                      |                              | $ 1,933,783 | $ (483,926)                | $ 1,449,857                      |                              | $ 1,956,290 | $ (605,803)              | $ 1,350,487                     












19




Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



| | a) | Angel Wing Property, Elko County, Nevada
| | -- | ----------------------------------------



The Angel
Wing project was the subject of an exploration and option to enter into a joint venture agreement with Ramelius Resources Ltd.
(“Ramelius”) from September 17, 2010, until it was terminated on October 5, 2013. The Company contemporaneously
terminated the underlying lease with Greg and Heidi Kuzma.



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



The Company holds claims comprising
the Big Blue property, Lander County, Nevada.



On August 13, 2009, the Company entered
into a 20-year mining lease for mining claims with a private party, with an NSR royalty of 3% that is subject to certain buy-down
provisions, with minimum advance royalty payments to be completed on the following schedule:



|Mining Lease
        Due Dates             |  | Minimum advance royalty payments to Lessor
        US$
|------------------------------------------ |  | ------------------------------------------------------
|Paid previously                            |  | 22,500                                                
|August 13, 2012 (paid)                     |  | 15,000                                                
|August 13, 2013 (paid)                     |  | 17,500                                                
|August 13, 2014 (and each year thereafter) |  | 30,000                                                



The Big
Blue project was the subject of an exploration and option to enter into a joint venture agreement with Ramelius from May 6, 2010,
until it was terminated on July 29, 2012.



| | c) | Coal Canyon Properties, Eureka County, Nevada
| | -- | ---------------------------------------------



The Coal
Canyon project was the subject of an exploration and option to enter into a joint venture agreement with NuLegacy from December
20, 2010, until it was terminated on January 25, 2013. Miranda, in turn, terminated the underlying mining lease with Nevada
North Resources (USA) Inc.



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



The
Company holds claims comprising theEast Spruce property, Elko County, Nevada.



| | e) | Fuse Property, Eureka County, Nevada
| | -- | ------------------------------------



The Company held claims comprising
the Fuse property, Eureka County, Nevada, but allowed them to lapse in September 2013.



| | f) | HOG Property, Eureka County, Nevada
| | -- | -----------------------------------



The Company held claims comprising
the HOG property, Eureka County, Nevada, but allowed them to lapse in September 2013.



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



The Company holds claims comprising
the Iron Point property, Humboldt County, Nevada.












20




Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



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



During the year ended August
31, 2013, the Company staked claims comprising the Kibby Flat property at a cost of $9,254.



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



During the year ended August 31, 2013,
the Company staked claims comprising the Mustang property at a cost of $5,028. The Company also acquired a 100% interest in Teslin’s
Mustang project. The Company paid Teslin $40,000; delivered to Teslin 300,000 shares of Teslin owned by Miranda valued at $6,000,
for a cumulative cost of $51,028. In addition, Miranda granted Teslin a 1% NSR royalty on the claims acquired from
Teslin.



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



On November 18, 2003, the Company
entered into a 20-year mining lease for the Red Canyon property with a $1,000 purchase option on issue of 75,000 share purchase
warrants and with minimum advance royalty payments to be completed on the following schedule. The owner retains a sliding scale
NSR royalty between 3% and 5% depending on the price of gold. Upon completion of a bankable feasibility study the Company has the
option to buy two percentage points of the NSR for US$1,000,000 per percentage point.



|Mining Lease Due Dates                                                                             | Minimum advance royalty payments to Lessor
        US$ | Two year share purchase warrants to be issued to Lessor
|-------------------------------------------------------------------------------------------------- | ------------------------------------------------------ | -------------------------------------------------------
|Previously paid and issued                                                                         | 350,000                                                | 75,000 @ Cdn$0.37                                      
|November 18, 2011 (paid)                                                                           | 75,000                                                 | -                                                      
|November 18, 2012 (paid)                                                                           | 75,000                                                 | -                                                      
|November 18, 2013 (paid subsequently)                                                              | 100,000                                                | -                                                      
|November 18, 2014 to 2023 at $100,000 per year (subject to inflation adjustment beginning in 2019) | 100,000                                                | -                                                      





On August
1, 2008, the Companysigned an exploration and option to enter into a joint venture agreementwith Montezuma Mines Inc. (“Montezuma”), a subsidiary of CMQ Resources Inc. Montezuma has now earned a 60% interest
in the Red Canyon property by funding US$4,000,000 in qualified expenditures over a five-year period. Montezuma may now elect,
by December 24, 2013, to earn an additional 10% interest by completing a bankable feasibility study within four years of election
with minimum annual expenditures of US$1,500,000 or by funding US$10,000,000 in additional exploration within 10 years.





|Due Dates            | Exploration Expenditures
        US$
|-------------------- | ------------------------------------
|August 1, 2009 (met) | 500,000                             
|August 1, 2010 (met) | 500,000                             
|August 1, 2011 (met) | 750,000                             
|August 1, 2012 (met) | 1,000,000                           
|August 1, 2013 (met) | 1,250,000                           
|Total expenditure    | 4,000,000                           






21


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



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



On May 27, 2004, the Company entered
into a 20-year mining lease for the Red Hill property with Nevada North, with a sliding production royalty between 2.5% to 5% depending
on the price of gold and subject to certain buy-down provisions to 2%, with minimum advance royalty payments to be completed on
the following schedule:



|Mining Lease Due Dates                                                                             |  | Minimum advance royalty payments to Lessor
        US$
|-------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------
|Previously paid                                                                                    |  | 166,250                                               
|May 27, 2012 (paid)                                                                                |  | 40,000                                                
|May 27, 2013 (paid)                                                                                |  | 50,000                                                
|May 27, 2014                                                                                       |  | 50,000                                                
|May 27, 2015 and each year thereafter
        to be adjusted for inflation per the USA
        CPI |  | 60,000                                                



The Red
Hill / Coal Canyon project was the subject of anexploration and option to enter into a joint venture agreementwith NuLegacy from October 1, 2009, until it was terminated on January 25, 2013.



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



The Company holds claims comprising
the Redlich Property, Esmeralda County, Nevada, subject to a 3% NSR royalty. Upon completion of a bankable feasibility study, the
Company has the option to buy two percentage points of the NSR for US$1,000,000 per percentage point.



| | m) | Rook Property, Eureka County, Nevada
| | -- | ------------------------------------



The Company held claims comprising
the Rook property, Eureka County, Nevada, but allowed them to lapse in September 2013.



| | n) | TAZ Property, Eureka County, Nevada
| | -- | -----------------------------------



From February 11, 2011, until the
agreement was terminated on June 20, 2013, the TAZ Property was the subject of an exploration and option to enter into a joint
venture agreement with TAZ Gold LLC and Navaho Gold PTY Ltd as guarantor. The Company held claims comprising
the TAZ property, but allowed them to lapse in September 2013.



| | o) | Ester Dome Property, Fairbanks Mining District, Alaska
| | -- | ------------------------------------------------------



The Ester
Dome project was the subject of an exploration and option to enter into a joint venture agreement withAgnico-Eagle (USA)
Limited (“Agnico”)from October 1, 2010, until it was terminated on September 25,
2012. On the same date, the Company terminated the underlying lease with Range Minerals Inc., and wrote off the remaining carrying
value of $52,865.






22




Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



| | p) | Cajamarca Option, Colombia
| | -- | --------------------------



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



|Cajamarca Option Due Dates                            | Minimum advance royalty payments
        US$ | Common shares to be issued to ExpoGold
|----------------------------------------------------- | -------------------------------------------- | --------------------------------------
|December 10, 2010 (paid and issued)                   | 30,000                                       | 30,000                                
|December 10, 2011 (paid and issued)                   | 40,000                                       | 40,000                                
|December 10, 2012 (paid and issued)                   | 30,000                                       | 30,000                                
|December 10, 2013 (not paid, force majeure)           | 40,000                                       | 60,000                                
|December 10, 2014                                     | 50,000                                       | 80,000                                
|December 10, 2015, and on each subsequent anniversary | 60,000                                       | 100,000                               



Annual payments and issuances of shares
per the above table will be required to maintain the option until the first milestone is achieved. The first milestone is the definition
of a NI 43-101 Measured and Indicated resource greater than or equal to 250,000 ounces of gold equivalent. MAD IV will pay ExpoGold
$100,000 if it is less than 500,000 ounces of gold equivalent and $250,000 if it is more. Additional payments will be owed by MAD
IV at various milestones as the steps to production progress.



Effective September 19, 2011, the
Company entered into a share purchase agreement (“SPA”) and a shareholder agreement (“SA”) with Red Eagle.
Pursuant to the SPA, Miranda assigned 70%; or 70 of the 100 shares of MAD IV to Red Eagle representing Red Eagle’s option
to earn up to a 70% interest in the Cajamarca Option. Effective November 1, 2013, the Cajamarca Option was added to the Pavo Real
SA with Rovira and Red Eagle voluntarily transferred the 70 shares of MAD IV to MAD.



On November 25, 2011, Miranda received
30,000 shares of Red Eagle, valued at $21,840, as reimbursement for the December 10, 2010, share issue due from Miranda to ExpoGold
pursuant to the Cajamarca Option.



On November 30, 2011, Miranda issued
40,000 common shares to ExpoGold valued at $13,200 pursuant to the Cajamarca Option. In turn, on December 20, 2011, Miranda received
40,000 shares of Red Eagle, valued at $22,080, as reimbursement for the November 30, 2011, share issue due from Miranda to ExpoGold
pursuant to the SPA.



On December 19, 2012, Miranda issued
30,000 common shares to ExpoGold valued at $7,200 pursuant to the Cajamarca Option. In turn, on December 27, 2012, Miranda received
30,000 shares of Red Eagle, valued at $11,160, as reimbursement for the December 19, 2012, share issue due from Miranda to ExpoGold
pursuant to the SPA. The excess value of $3,960 of the Red Eagle shares over the Miranda shares was taken into exploration and
evaluation recoveries.



Exploration at Cajamarca is currently
on hold due to security concerns. Miranda has agreed with Rovira to defer the exploration commitments until the security situation
improves. Miranda has provided notice of force majeure to ExpoGold pursuant to the Cajamarca Option.




23


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



| | q) | Cerro Oro property, Colombia
| | -- | ----------------------------



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



In June 2013, a conditional share
purchase agreement was signed between Prism Resources Inc. (“Prism’) and the Company which takes effect and is conditional
upon the Cerro Oro applications being converted to a license, certain share transfers taking effect, and applicable regulatory
approvals. Upon satisfaction of the foregoing conditions, Prism will reimburse Miranda for all underlying lease payments paid by
the Company and Prism will be obligated to fund exploration related expenditures of US$4,000,000 to earn an effective 51% interest
in the Cerro Oro property and, through additional funding, can earn an additional 19% for a total interest of 70%.



| | r) | Minagrande property, Colombia
| | -- | -----------------------------



On April 12, 2013, the Company paid
canon fees (government fees) to Ingeominas in Colombia of $51,849 for acquisition of the Minagrande property.



Strategic Alliance:
Pursuant to the January 23, 2013 strategic alliance agreement between the Company and Agnico Eagle Mines Limited (“Agnico”)
for precious metal exploration in Colombia, the Company and Agnico will share funding 30:70, respectively, in generative exploration
expenditures with Miranda as operator. The alliance is for a period of three years and is renewable thereafter by mutual consent.
The exploration program budget will be an aggregate of no less than US$1,100,000 in year one.



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



Miranda has recovered 70% of the Minagrande
acquisition costs from Agnico pursuant to the 30:70 funding terms of the alliance agreement.






24


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



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



On June 24, 2010, the Company executed
an option agreement (the “Pavo Option”) by and among ExpoGold, the Company, and the Company’s subsidiary Miranda
Gold Colombia III Ltd., which was subsequently renamed Rovira Mining Limited (“Rovira”); and the Colombian branch of
Rovira to acquire the Pavo Real mining interest. The terms of the Pavo Option were agreed to in an earlier Association Agreement
and the Company must meet the following to maintain the option:



|Pavo Real Option Due Dates                        | Minimum advance royalty payments
        US$ | Common shares to be issued to ExpoGold
|------------------------------------------------- | -------------------------------------------- | --------------------------------------
|Previously paid and issued                        | 90,000                                       | 300,000                               
|June 24, 2012 (paid and issued)                   | 60,000                                       | 100,000                               
|June 24, 2013 (paid and issued)                   | 70,000                                       | 100,000                               
|June 24, 2014                                     | 80,000                                       | 100,000                               
|June 24, 2015, and on each subsequent anniversary | 100,000                                      | 100,000                               



Annual payments of US$100,000, plus
the issue of 100,000 common shares will be required to maintain the option until the first milestone is achieved. The first milestone
is the definition of a NI 43-101 Measured and Indicated Resource greater than or equal to 250,000 ounces of gold equivalent. Rovira
will pay ExpoGold US$100,000 if it is less than 500,000 ounces of gold equivalent and US$250,000 if it is more. Additional payments
will be owed by Rovira at various milestones as the steps to production progress.



On June 25, 2010, the Company entered
into a share purchase agreement (“SPA”) and a shareholder agreement (“SA”) with Red Eagle, as amended on
November 1, 2013. The SPA and SA agreements became effective on June 24, 2010. Pursuant to the SPA, Miranda assigned 70% of the
shares of Rovira to Red Eagle. The activities of Rovira are governed by the SA. To maintain its 70% shareholding in
Rovira, effectively
representing a 70% interest in the Pavo Option, and now including the Cajamarca property assigned to the SA on November 1, 2013,
Red Eagle must make an aggregate US$4,000,000 contribution to Rovira within four years. These funds will be used to fund exploration
work at the Pavo Real and Cajamarca projects.



Red Eagle must then further fund Rovira
at a minimum of US$1,000,000 per year and either complete a bankable feasibility study on either of the Pavo Real or Cajamarca
projects within eight years, or contribute a minimum of US$10,000,000 in the combined properties within 10 years. At the time the
board of directors of Rovira approves a feasibility study and a mine construction program on the Pavo Real or Cajamarca projects,
Red Eagle will have the option for a period of 30 days to elect to acquire an additional 10% interest in Rovira by committing to
solely fund all costs associated with putting either of the properties into production. If Red Eagle fails to make any of the capital
contributions within the stated time periods, Red Eagle will forfeit its shares of Rovira to Miranda.



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



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 theexcess 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.






25




Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



|                                                           | As at August 31, 2013 | As at August 31, 2012
|---------------------------------------------------------- | --------------------- | ---------------------
|Trade and other payables in Canada                         | $ 62,763              | $ 72,803             
|Trade and other payables in the USA                        | 76,260                | 58,850               
|Trade and other payables in Colombia                       | 155,656               | 66,802               
|Amounts payable and accrued liabilities to related parties | 1,109                 | 34,337               
|                                                           |                       |                      
|Total                                                      | $ 295,788             | $ 232,792            



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



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



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



Fiscal 2013



On December 19, 2012, the Company
completed a non-brokered private placement of 20,000,000 units at a price of $0.25 per unit, for gross proceeds of $5,000,000.
Each unit consisted of one common share and one non-transferable share purchase warrant. Each warrant entitles the holder thereof
to purchase one additional common share of Miranda at a price of $0.375 for the first two years and $0.50 thereafter until December
19, 2017. If the daily volume weighted average trading price of the common shares of Miranda is at least $0.50 per share for 20
consecutive trading days in the period commencing April 20, 2013 and up December 19, 2014, or at least $0.75 per share thereafter,
Miranda will have the right, exercisable within five trading days thereof, to accelerate the expiry date of the warrants to the
date which is 30 days after notice is given to the holders of the warrants of the accelerated expiry date and a news release to
that effect is given. The proceeds of the financing of $5,000,000 were allocated on a relative fair value basis as $3,182,963 to
common shares and $1,817,037 as to warrants. An additional 835,800 units at a value of $208,950 were issued as a finder’s
fee pursuant to the private placement, with the allocation on a relative fair value basis as $133,016 to common shares and $75,934
as to warrants. Cash share issue costs pursuant to this private placement were an additional $72,259. The assumptions used in the
Black-Scholes option pricing model for the relative fair value allocation were: a risk-free interest rate of 1.34%; an expected
volatility of 87%; an expected life of 5 years; and an expected dividend of zero.



On December
19, 2012, the Company issued 30,000 common shares to ExpoGold valued at $7,200 pursuant to theCajamarca
Option agreement.



On June
14, 2013, the Company issued 100,000 common shares to ExpoGold valued at $19,000 pursuant to thePavo
Real Option agreement.



Fiscal 2012



On November 30, 2011, the Company
issued 40,000 common shares to ExpoGold valued at $13,200 pursuant to the Cajamarca Option agreement.



On February 7, 2012, the Company issued
85,000 common shares pursuant to the exercise of stock options.



On June 15, 2012, the Company issued
100,000 common shares to ExpoGold valued at $33,000 pursuant to the Pavo Real Option Agreement.








26


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



| | c) | Share issuance(continued):
| | -- | --------------------------



Fiscal 2011



On
November 3, 2010, the Company completed a non-brokered private placement of 1,000,000 units at a price of $0.50 per unit, for gross
proceeds of $500,000. Each unit consisted of one common share and one non-transferable share purchase warrant. Each warrant is
exercisable to purchase an additional common share at $0.75 per share until November 3, 2012. The proceeds of the financing of
$500,000 were allocated on a relative fair value basis as $343,007 to common shares and $156,993 as to warrants. Cash share issue
costs pursuant to this private placement were an additional $4,071. The assumptions used in the Black-Scholes option pricing model
for the relative fair value allocation were: a risk-free interest rate of 1.40%; an expected volatility of 89%; an expected life
of two years; and an expected dividend of zero.



On
December 21, 2010, the Company issued 100,000 common shares to ExpoGold valued at $63,000 pursuant to the Pavo Option agreement
referenced in Note 10(s).



On
February 17, 2011, the Company issued 50,000 common shares to ExpoGold valued at $33,000 pursuant to the execution of five option
agreements (Note 10(p)).



On
June 16, 2011, the Company issued 100,000 common shares to ExpoGold valued at $38,000 pursuant to the Pavo Option agreement referenced
in Note 10(s).



During
the year ended August 31, 2011, the Company issued 320,000 common shares pursuant to the exercise of stock options.



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



The Company
has a shareholder-approved stock option plan that provides for the reservation forissuance 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, 2013, is as follows:







|                                |                |                           |           |             |                                 |                        
|------------------------------- | -------------- | ------------------------- | --------- | ----------- | ------------------------------- | -----------------------
|Expiry date                     | Exercise price | Balance,  August 31, 2012 | Granted   | Exercised   | Expired / Cancelled / Forfeited | Balance August 31, 2013
|January 31, 2013                | $ 0.70         | 1,040,000                 | -         | -           | (1,040,000)                     | -                      
|February 25, 2014               | $ 0.35         | 1,872,000                 | -         | -           | (30,000)                        | 1,842,000              
|September 26, 2015              | $ 0.56         | 1,660,000                 | -         | -           | (75,000)                        | 1,585,000              
|December 1, 2015                | $ 0.69         | 50,000                    | -         | -           | -                               | 50,000                 
|April 19, 2016                  | $ 0.56         | 100,000                   | -         | -           | -                               | 100,000                
|October 21, 2016                | $ 0.40         | 1,865,000                 | -         | -           | (80,000)                        | 1,785,000              
|September 24, 2017              | $ 0.305        | -                         | 1,575,000 | -           | -                               | 1,575,000              
|                                |                |                           |           |             |                                 |                        
|                                | 6,587,000      | 1,575,000                 | -         | (1,225,000) | 6,937,000                      
|                                |                |                           |           |             |                                 |                        
|Weighted average exercise price |                | $ 0.48                    | $ 0.305   | $ -         | $ 0.66                          | $ 0.41                 









As at August 31, 2013, the weighted
average remaining contractual life of the options outstanding was 2.4 years.






27


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



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



As at August 31, 2013, 6,149,500 of
the outstanding stock options were vested and exercisable, with a weighted average exercise price of $0.42. The intrinsic value
of the vested stock options was $nil. The intrinsic value of the vested stock options outstanding at August 31, 2013, is calculated
on the difference between the exercise prices of the underlying vested options and the quoted price of our common stock as of the
reporting date of August 31, 2013, being $0.185.



The continuity for stock options for
the year ended August 31, 2012, is as follows:





|                                |                |                           |           |           |                                 |                          
|------------------------------- | -------------- | ------------------------- | --------- | --------- | ------------------------------- | -------------------------
|Expiry date                     | Exercise price | Balance,  August 31, 2011 | Granted   | Exercised | Expired / Cancelled / Forfeited | Balance,  August 31, 2012
|March 28, 2012                  | $ 0.70         | 135,000                   | -         | -         | (135,000)                       | -                        
|January 31, 2013                | $ 0.70         | 1,170,000                 | -         | -         | (130,000)                       | 1,040,000                
|February 25, 2014               | $ 0.35         | 1,957,000                 | -         | (85,000)  | -                               | 1,872,000                
|September 26, 2015              | $ 0.56         | 1,745,000                 | -         | -         | (85,000)                        | 1,660,000                
|December 1, 2015                | $ 0.69         | 50,000                    | -         | -         | -                               | 50,000                   
|April 19, 2016                  | $ 0.56         | 100,000                   | -         | -         | -                               | 100,000                  
|October 21, 2016                | $ 0.40         | -                         | 1,865,000 | -         | -                               | 1,865,000                
|                                |                |                           |           |           |                                 |                          
|                                | 5,157,000      | 1,865,000                 | (85,000)  | (350,000) | 6,587,000                      
|                                |                |                           |           |           |                                 |                          
|Weighted average exercise price |                | $ 0.52                    | $ 0.40    | $ 0.35    | $ 0.67                          | $ 0.48                   







As at August 31, 2012, the weighted
average remaining contractual life of the options outstanding was 2.5 years.



The continuity for stock options for
the year ended August 31, 2011, is as follows:





|                                |                |                           |           |           |                                 |                        
|------------------------------- | -------------- | ------------------------- | --------- | --------- | ------------------------------- | -----------------------
|Expiry date                     | Exercise price | Balance,  August 31, 2010 | Granted   | Exercised | Expired / Cancelled / Forfeited | Balance August 31, 2011
|October 18, 2010                | $ 1.18         | 80,000                    | -         | -         | (80,000)                        | -                      
|April 17, 2011                  | $ 0.70         | 400,000                   | -         | -         | (400,000)                       | -                      
|May 31, 2011                    | $ 0.70         | 50,000                    | -         | -         | (50,000)                        | -                      
|March 28, 2012                  | $ 0.70         | 395,000                   | -         | -         | (260,000)                       | 135,000                
|January 31, 2013                | $ 0.70         | 1,170,000                 | -         | -         | -                               | 1,170,000              
|February 25, 2014               | $ 0.35         | 2,202,000                 | -         | (245,000) | -                               | 1,957,000              
|September 26, 2015              | $ 0.56         | -                         | 1,895,000 | (75,000)  | (75,000)                        | 1,745,000              
|December 1, 2015                | $ 0.69         | -                         | 50,000    | -         | -                               | 50,000                 
|April 19, 2016                  | $ 0.56         | -                         | 100,000   | -         | -                               | 100,000                
|                                | 4,297,000      | 2,045,000                 | (320,000) | (865,000) | 5,157,000                      
|                                |                |                           |           |           |                                 |                        
|Weighted average exercise price |                | $ 0.53                    | $ 0.56    | $ 0.40    | $ 0.73                          | $ 0.52                 









As at August 31, 2011, the weighted
average remaining contractual life of the options outstanding was 2.8 years.




28


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(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 2013



During the year ended August 31, 2013,
the Company recorded $329,143 in stock-based compensation expensefor options vesting in the
period as follows:



| | a) | vesting portion of options granted October 20, 2011, $31,490; and
| | -- | -----------------------------------------------------------------

| | b) | vesting portion of options granted September 24, 2012, $297,653.
| | -- | ----------------------------------------------------------------



The fair
value of the 1,575,000 options granted on September 24, 2012, was determined using a risk-free interest rate of 1.29%, an expected
volatility ranging from 80.1% to 88.2%, an expected life of ranging from 3.81 to 4.97 years, and an expected dividend of zero for
a total fair value of $308,321 or $0.196 per option. Volatility was determined using daily closing share prices over a term
equivalent to the expected life of the options.



Fiscal 2012



During the year ended August 31, 2012,
the Company recorded $459,188 in stock-based compensation expense for options vesting in the
year as follows:



| | a) | vesting portion of options granted October 20, 2011, $424,658
| | -- | -------------------------------------------------------------

| | b) | vesting portion of options granted April 19, 2011, $11,019
| | -- | ----------------------------------------------------------

| | c) | vesting portion of options granted December 1, 2010, $2,688
| | -- | -----------------------------------------------------------

| | d) | vesting portion of options granted September 26, 2010, $20,823
| | -- | --------------------------------------------------------------



The fair value of the 1,865,000 options
granted on October 20, 2011, was determined using a risk-free interest rate of 1.41%, an expected volatility ranging from 81.4%
to 88.6%, an expected life of ranging from 3.32 to 4.87 years, and an expected dividend of zero for a total fair value of $456,148
or $0.245 per option.



Fiscal 2011



During the year ended August 31, 2011,
the Company recorded $591,854 in stock-based compensation expensefor options vesting in the
year as follows:



| | a) | vesting portion of options granted April 19, 2011, $22,314
| | -- | ----------------------------------------------------------

| | b) | vesting portion of options granted December 1, 2010, $17,899
| | -- | ------------------------------------------------------------

| | c) | vesting portion of options granted September 26, 2010, $551,641
| | -- | ---------------------------------------------------------------



The fair value of the 1,895,000 options
granted on September 26, 2010, was determined using a risk-free interest rate ranging from 1.42% to 1.84%, an expected volatility
ranging from 86.3% to 95.4%, an expected life of ranging from 1.9 to 3.8 years, and an expected dividend of zero for a total fair
value of $598,225 or $0.316 per option.



The fair value of the 50,000 options
granted December 1, 2010, was determined using a risk-free interest rate of between 1.65% and 2.2%, an expected volatility of between
86.7 and 93.4%, an expected life of between 2.8 and 3.8 years, and an expected dividend of zero for a total fair value of $20,588
or $0.412 per option.



The fair value of the 100,000 options
granted April 19, 2011, was determined using a risk-free interest rate of between 1.65% and 2.29%, an expected volatility of between
87.3% and 92.0%, an expected life of between 2.8 and 3.8 years, and an expected dividend of zero for a total fair value of $33,333
or $0.333 per option.






29


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



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



The continuity for share purchase
warrants for the year ended August 31, 2013, is as follows:





|Expiry date                     | Exercise price | Balance,  August 31, 2012 | Issued     | Exercised   | Expired     | Balance August 31, 2013
|------------------------------- | -------------- | ------------------------- | ---------- | ----------- | ----------- | -----------------------
|October 29, 2012                | $ 0.55         | 100,000                   | -          | -           | (100,000)   | -                      
|November 3, 2012                | $ 0.75         | 1,000,000                 | -          | -           | (1,000,000) | -                      
|October 29, 2013                | $ 0.60         | 100,000                   | -          | -           | -           | 100,000                
|December 19, 2017               | $ 0.375        | -                         | 20,000,000 | -           | -           | 20,000,000             
|December 19, 2017               | $ 0.375        | -                         | 835,800    | -           | -           | 835,800                
|                                | 1,200,000      | 20,835,800                | -          | (1,100,000) | 20,935,800 
|                                |                |                           |            |             |             |                        
|Weighted average exercise price |                | $ 0.72                    | $ 0.375    | $ -         | $ 0.73      | $ 0.38                 







The continuity for share purchase
warrants for the year ended August 31, 2012, is as follows:





|Expiry date                     | Exercise price | Balance,  August 31, 2011 | Issued  | Exercised   | Expired     | Balance,  August 31, 2012
|------------------------------- | -------------- | ------------------------- | ------- | ----------- | ----------- | -------------------------
|December 9, 2011                | $ 0.50         | 100,000                   | -       | -           | (100,000)   | -                        
|March 18, 2012                  | $ 1.00         | 5,686,492                 | -       | -           | (5,686,492) | -                        
|October 29, 2012                | $ 0.55         | 100,000                   | -       | -           | -           | 100,000                  
|November 3, 2012                | $ 0.75         | 1,000,000                 | -       | -           | -           | 1,000,000                
|October 29, 2013                | $ 0.60         | -                         | 100,000 | -           | -           | 100,000                  
|                                | 6,886,492      | 100,000                   | -       | (5,786,492) | 1,200,000  
|                                |                |                           |         |             |             |                          
|Weighted average exercise price |                | $ 0.95                    | $ 0.60  | $ -         | $ 0.99      | $ 0.72                   









On October
29, 2011, pursuant to a mining lease agreement with Range Minerals Inc. (Note 10(o)), the Company issued the final tranche of 100,000
share purchase warrants with an exercise price of $0.60, expiring on October 29, 2013, with a fair value of $10,969.The
assumptions used in the Black-Scholes option pricing model for the fair value were: a risk-free interest rate of 1.14%; an expected
volatility of 69%; an expected life of two years; and an expected dividend of zero.




30


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







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



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



The continuity for share purchase
warrants for the year ended August 31, 2011 is as follows:





|Expiry date                     | Exercise price | Balance,  August 31, 2010 | Issued    | Exercised | Expired   | Balance August 31, 2011
|------------------------------- | -------------- | ------------------------- | --------- | --------- | --------- | -----------------------
|December 9, 2011                | $ 0.50         | 100,000                   | -         | -         | -         | 100,000                
|March 18, 2012                  | $ 1.00         | 5,686,492                 | -         | -         | -         | 5,686,492              
|October 29, 2012                | $ 0.55         | -                         | 100,000   | -         | -         | 100,000                
|November 3, 2012                | $ 0.75         | -                         | 1,000,000 | -         | -         | 1,000,000              
|                                | 5,786,492      | 1,100,000                 | -         | -         | 6,886,492
|                                |                |                           |           |           |           |                        
|Weighted average exercise price |                | $ 0.99                    | $ 0.73    | $ -       | $ -       | $ 0.95                 









On October
29, 2010, pursuant to a mining lease agreement with Range Minerals Inc. (Note 10(o)), the Company issued 100,000 share purchase
warrants with an exercise price of $0.55, expiring on October 29, 2012, with a fair value of $39,592.The
assumptions used in the Black-Scholes option pricing model for the fair value were: a risk-free interest rate of 1.39%; an expected
volatility of 89%; an expected life of two years; and an expected dividend of zero.



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



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



Name		Nature
of transactions

Golden
Oak Corporate Services Limited	Consulting as CFO, corporate compliance services,

and
financial reporting



The
Company incurred the following fees in the normal course of operations in connection with individuals and companies owned by key
management and directors.



|For the year ended          | August 31, 2013 | August 31, 2012 | August 31, 2011
|--------------------------- | --------------- | --------------- | ---------------
|Consulting fees             | $ 116,357       | $ 114,450       | $ 108,938      
|Office and general expenses | 8,631           | 5,111           | 6,094          
|Total                       | $ 124,988       | $ 119,561       | $ 115,032      



Amounts
owing to related parties are disclosed in Note 11.



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



The
Company and Red Eagle are related parties in that they have directors in common, being Ken Cunningham and Ian Slater.






31


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







| | 13. | RELATED PARTY TRANSACTIONS(continued)
| | --- | -------------------------------------



| | b) | Compensation of key management personnel:
| | -- | -----------------------------------------



The remuneration of directors and
other members of key management personnel, including amounts disclosed in Note 13(a), during the years ended August 31, 2013, 2012,
and 2011 were as follows:



|For the year ended       | August 31, 2013 | August 31, 2012 | August 31, 2011
|------------------------ | --------------- | --------------- | ---------------
|Consulting fees          | $ 116,357       | $ 114,450       | $ 108,938      
|Salaries                 | 356,331         | 351,760         | 368,073        
|Directors fees           | 30,151          | 30,319          | 32,129         
|Share-based compensation | 204,617         | 314,401         | 410,869        
|Total                    | $ 707,456       | $ 810,930       | $ 920,009      





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



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



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



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



The Company manages its common shares,
stock options and warrants as capital (see Note 12). The Company’s objectives when managing capital are to safeguard the
Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain
a flexible capital structure which optimizes the costs of capital at an acceptable level of risk. The Company is not subject to
any externally imposed capital requirements.



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



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



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



The Company expects its current capital
resources will be sufficient to carry out its exploration plans and operations through the next twelve months and longer.






32


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)

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



|For the year ended                           | August 31,                                                                                  | August 31, | August 31, |         
|-------------------------------------------- | ------------------------------------------------------------------------------------------- | ---------- | ---------- | --------
|2013                                         | 2012                                                                                        | 2011      
|Non-cash investing and financing activities: |                                                                                             |            |           
|                                             | Fair value of warrants issued for exploration and
        evaluation assets                 | $ -        | $ 10,969   | $ 39,592
|                                             | Fair value of shares issued for exploration and
        evaluation assets                   | 26,200     | 46,200     | 134,000 
|                                             | Fair value of shares received for exploration and
        evaluation assets                 | 24,000     | 76,920     | 134,959 
|                                             | Fair value of options exercised                                                             | -          | 13,095     | 62,716  
|                                             | Option recoveries in amounts receivable                                                     | -          | -          | 152,854 
|                                             | Fair value of marketable securities exchanged for
        exploration and evaluation assets | 6,000      | -          | -       
|Interest received                            | 87,213                                                                                      | 94,471     | 83,964    
|                                             |                                                                                             |            |            |         



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



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



|                                                                                            | 2013 | 2012        | 2011
|------------------------------------------------------------------------------------------- | ---- | ----------- | ----
|                                                                                            |      |             |     
|Loss before income taxes                                                                    | $    | (3,215,753) | $   
|                                                                                            |      |             |     
|Expected income tax (recovery)                                                              | $    | (817,000)   | $   
|Change
        in statutory, foreign tax, foreign exchange
        rates,
        and other |      | (423,000)   |     
|Permanent differences                                                                       |      | (98,000)    |     
|Share issue costs                                                                           |      | (18,000)    |     
|Change
        in unrecognized deductable
        temporary
        differences             |      | 1,356,000   |     
|                                                                                            |      |             |     
|Deferred income tax expense (recovery)                                                      | $    | -           | $   
|                                                                                            |      |             |     



The
Canadian income tax rate declined during the year due to changes in the law that reduced corporate income tax rates in Canada.



The
significant components of the Company’s recognized deferred tax assets and liabilities are as follows:



|                                      | 2013 | 2012
|------------------------------------- | ---- | ----
|                                      |      |     
|Deferred tax assets (liabilities)     |      |     
|Property and equipment                | $    | -   
|Marketable securities                 |      | -   
|Non-capital losses                    |      | -   
|                                      |      |     
|Net deferred tax assets (liabilities) | $    | -   






33


Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2013, 2012, and 2011

(stated in Canadian dollars)







| | 17. | INCOME TAXES(continued)
| | --- | -----------------------



The significant components of the
Company’s unrecognized deductable temporary differences and tax losses are as follows:



|                                               | 2013 | Expiry Date Range | 2012          
|---------------------------------------------- | ---- | ----------------- | --------------
|                                               |      |                   |               
|Temporary differences                          |      |                   |               
|Exploration and evaluation assets              | $    | 6,568,000         | No expiry date
|Property and equipment                         |      | 136,000           | No expiry date
|Share issue costs                              |      | 97,000            | 2034-2037     
|Marketable securities                          |      | 117,000           | No expiry date
|Allowable capital losses                       |      | 509,000           | No expiry date
|Non-capital losses available for future period |      | 14,887,000        | 2014-2033     
|                                               |      |                   |               
|Canada                                         |      | 5,791,000         | 2014-2033     
|USA                                            |      | 9,096,000         | 2020-2033     



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





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



Subsequent to August 31, 2013, the
Company:



| | a) | reported that 100,000 warrants expired on October 29, 2013, unexercised;
| | -- | ------------------------------------------------------------------------

| | b) | granted stock options to directors, officers, employees and consultants
on 1,142,500 shares of the Company’s capital stock, exercisable for up to five years at a price of $0.155 per share. The
options granted will vest 50% immediately, and 50% in twelve months from the date of grant; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | entered into an agreement with Alaska Hardrock Inc. (“AHI”)
for the acquisition of the Willow Creek Project, in Anchorage, Alaska. Miranda has signed a 80-year lease with AHI for 100% control
of the Willow Creek property. Under the terms of the lease, Miranda has made a US$50,000 payment with a final US$100,000 due after
a ninety-day due diligence period. Thereafter, the lease is subject to annual payments of US$150,000 or, if production is achieved,
various net smelter royalties or revenues.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








34