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| | 240 South Rock Blvd., Suite 117
      Reno, Nevada 89502 
      (775) 856-2552
| | ------------------------------------------------------------------------------

| | Bill Howald (775) 856-2552    Fax (775) 856-3091
| | ------------------------------------------------

October 27, 2004

Mr. Dennis L. Higgs and Mr. Kenneth Cunningham Miranda Gold
Corp.Miranda U.S.A., Inc.Suite 306 - 1140 Homer Street Vancouver,
B.C.Canada V6B 2X6

Re: Binding Letter Agreement for Exploration and Development
and Mining Joint Venture on the Red Hill Project, Eureka County, Nevada.

Dear Dennis and Ken:

Pursuant to the discussions we
have had over the past few weeks, this letter will confirm the agreement we have
reached and set forth the terms and conditions of an Exploration and Development
Agreement among Placer Dome U.S. Inc. ("PDUS"), Miranda Gold Corp. ("Miranda")
and Miranda U.S.A., Inc., a wholly-owned subsidiary of Miranda ("MUI"), covering
MUI's Red Hill Project located in Eureka County, Nevada (the "Property"), as
more particularly described in Exhibit A attached hereto and incorporated herein
by reference, in which MUI holds an interest pursuant to that Mining Lease
between Nevada North Resources (U.S.A.), Inc. ("NNR") and MUI, dated as of May
27, 2004 (the "Mining Lease"). Pursuant to this letter agreement, PDUS will have
the right to conduct exploration and development activities on the Property and,
if PDUS elects to fulfill certain payment and expenditure requirements, PDUS
will earn an interest in the Property and the parties will enter into a Joint
Venture Agreement covering future activities on the Property. PDUS, Miranda and
MUI will be collectively referred to hereinafter as the "Parties," and
individually as a "Party."

I. INITIAL AGREEMENTS

A. Within five business days
after the date of execution of this letter agreement by each of Miranda and MUI
(the "Effective Date"), PDUS shall make an initial payment to MUI of $40,000
(the "Initial Payment"). In addition, within five business days after the
Effective Date, PDUS shall promptly make a payment to MUI in the amount of
$9,875 (the "Reimbursement Payment"). The Reimbursement Payment shall reimburse
MUI for claim maintenance fees and associated filing and recording costs
incurred by MUI with respect to the Property during August of 2004.

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Mr. Dennis L. Higgs October 27, 2004 Page 2

B. Upon execution of this letter
agreement, MUI shall make available to PDUS all records, information and data in
its possession or reasonably available to it relating to title to the Property
or environmental conditions at or pertaining to the Property, and all maps,
assays, surveys, technical reports, drill logs, samples, mine, mill, processing
and smelter records, and metallurgical, geological, geophysical, geochemical,
and engineering data, and interpretive reports derived therefrom, concerning the
Property, and PDUS, at its expense, may copy any such records, information and
data that PDUS desires. MUI makes no representation or warranty as to the
accuracy, reliability or completeness of any such records, information or data,
and PDUS shall rely on the same at its sole risk. If at any time on or before
5:00 p.m. Pacific Standard Time on the date that is 60 days after the Effective
Date of this letter agreement (the "Due Diligence Period"), PDUS notifies MUI of
a defect in title to all or any portion of the Claims that is unacceptable to
PDUS in its sole discretion, or of environmental conditions associated with the
Property that are unacceptable to PDUS in its sole discretion, PDUS may
terminate this letter agreement. In the event of such termination, PDUS shall
have no further obligation or liability to Miranda or MUI whatsoever under this
letter agreement with respect to the Property or otherwise.

C. MUI hereby grants to PDUS,
effective as of the end of the Due Diligence Period, or such earlier date as
PDUS notifies Miranda that PDUS is satisfied with its due diligence, the
exclusive right to enter upon the Property for purposes of performing
Exploration, Development and Related Work (as defined in the attached Exhibit
B), and the right to earn an undivided 60% leasehold interest in the Property by
incurring certain Work Expenditures (as defined in the attached Exhibit C) as
set forth below (the "Acquisition Right"). PDUS shall have the additional right
to conduct on the Property exploration and development activities related to
exploration and development activities of PDUS on properties adjacent to or
nearby the Property. PDUS's rights shall also include all other rights necessary
or incident to or for the performance of its activities hereunder, including,
but not limited to the authority to apply for all necessary permits, licenses
and other approvals from the United States of America, the State of Nevada or
any other governmental or other entity having regulatory authority over any part
of the Property. Miranda agrees to cooperate with PDUS in good faith as
necessary for PDUS to obtain such licenses, permits or approvals.

II. EXPLORATION PERIOD

A. Miranda, MUI and PDUS agree
that during a four-year Earn-In Period commencing effective as of October 27,
2004 and terminating on October 27, 2008, PDUS may exercise the Acquisition
Right (if it has incurred the required amount of Work Expenditures) at any time
during that Earn-In Period. Upon exercise of the Acquisition Right, PDUS shall
have earned an undivided 60% leasehold interest in the Property, and MUI shall
promptly convey to PDUS an undivided 60% leasehold interest in the Property, by
an assignment acceptable to PDUS, by which MUI conveys an undivided 60%
leasehold interest in the Property to PDUS free and clear of all liens,

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Mr. Dennis L. Higgs October 27, 2004 Page 3

claims, defects, encumbrances and other burdens on production
arising by, through or under Miranda or MUI (other than as set forth in the
Mining Lease).

B. In order to keep this letter
agreement in full force and effect and retain its Acquisition Right, in addition
to the Initial Payment, PDUS must make cash payments to MUI ("Periodic
Payments") in accordance with the following schedule:

Due Date
    AmountFirst Anniversary Date
    $65,000Second Anniversary Date
    $100,000Third Anniversary Date
    $135,000Fourth Anniversary Date
    $200,000


For purposes of this letter agreement, the term "Anniversary
Date" shall mean the date one or more years following the Effective Date of this
letter agreement. Under no circumstances shall the obligation to make any
Periodic Payment under this paragraph II.B be deemed to have accrued prior to
the date such payment is due; provided, however, that if PDUS accelerates the
schedule for completion of the Work Expenditures pursuant to paragraph 11.C.2,
PDUS must pay the entire amount of remaining Periodic Payments owed to MUI in
order to exercise the Acquisition Right.

C. In order to keep this letter
agreement in full force and effect and retain its Acquisition Right, PDUS must
also incur minimum Work Expenditures of $2.0 million during the Earn-In Period,
in order to earn a vested 60% leasehold interest in the Property. Other than the
obligation to incur at least $100,000 in Work Expenditures during the first
annual period beginning on October 27, 2004 and ending on October 27, 2005,
which is a firm commitment of PDUS, PDUS shall have no obligation to incur any
Work Expenditures and, at its sole discretion, shall have the right to terminate
this letter agreement (and its right to earn an interest in the Property) at any
time during the Earn-In Period. Such termination shall be effective immediately
upon receipt of written notice of the same by MUI. In the event of such
termination, PDUS shall have no obligation to make any additional Periodic
Payments or to incur any additional Work Expenditures and no further obligations
or liability to Miranda or MUI whatsoever, other than (i) the obligation to
reclaim the surface of the Property in accordance with paragraph II.G (for which
MUI agrees to grant PDUS such access following termination as is reasonably
necessary), and (ii) the obligations set forth in paragraph 11.1. In the event
of such termination by PDUS, Miranda and MUI shall retain their obligations set
forth in paragraphs II.D.2, 11.1 and II.N.6(b). In the event of such
termination, Miranda and MUI expressly agree that PDUS shall not be liable for
any actual, incidental or consequential damages, or lost profits, incurred by
either of them as a result of PDUS's election not to or failure to (i) incur all
or any part of the required amount of Work Expenditures or (ii) exercise the
Acquisition Right. If PDUS terminates this letter agreement at any time during
the first Annual Period (as defined below), and as of the effective date of
such

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Mr. Dennis L. Higgs October 27, 2004 Page 4

termination PDUS has incurred less than $100,000 in Work
Expenditures, then PDUS shall be obligated to pay to MUI an amount equal to the
difference between the amount of Work Expenditures actually incurred by PDUS and
$100,000. All of the Exploration, Development and Related Work which may be
performed by PDUS shall be performed in accordance with the Mining Lease and
good mining practices, but the timing, nature, manner and extent of any
exploration, development or any other operations or activities hereunder shall
be in the sole discretion of PDUS, and there shall be no implied covenant to
begin or continue any such operations or activities.

1.
The amounts of Work Expenditures required to be made on or for the benefit of
the Property in order for PDUS to keep this letter agreement in full force and
effect and retain the Acquisition Right are set forth in the following schedule
(all amounts set forth below and elsewhere in this letter agreement are in U.S.
dollars):

| | (a) | $100,000 (which is a firm commitment, as set forth above)
      during the period from October 27, 2004 through October 27,
2005;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                  
| | (b) | $300,000 (optional) during the period from October 27,
      2005 through October 27, 2006;                                      
| |     |                                                                                                                                  
| | (c) | $600,000 (optional) during the period from October 27,
      2006 through October 27, 2007; and                                  
| |     |                                                                                                                                  
| | (d) | $1,000,000 (optional) during the period from October 27,
      2007 through October 27, 2008.                                    

2.
PDUS shall provide MUI with a report of its Work Expenditures, certified by PDUS
as being accurate and complete, not later than 60 days after the end of each of
the periods referred to in paragraph II.B.1(a)-(d) above (an "Annual Period")
during the Earn-In Period, which will include such information as is reasonably
necessary for MUI to confirm that PDUS has incurred the required minimum amount
of Work Expenditures during the Annual Period in question. If PDUS elects not to
incur the required amount of Work Expenditures during any Annual Period but
desires to keep this letter agreement in full force and effect, or if for any
reason it is determined that the entire amount of required Work Expenditures is
not completed during any Annual Period, then, in order to maintain its interest
in this letter agreement, PDUS shall be required to pay the amount of any
agreed-upon deficiency to MUI, within 30 days after the Parties reach agreement
as to the amount of the deficiency. If PDUS is precluded from timely completion
during any Annual Period of any or all of the required Work Expenditures set
forth above, due to any event of force majeure, the time periods for incurring
all of the Work Expenditures shall be extended for a period of time equal to
that of the delay(s), provided that under no circumstances shall the Earn-In
Period extend beyond October 27, 2014. The term "force majeure," as employed
herein, shall mean acts of God, strikes, lockouts or other industrial
disturbances,

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Mr. Dennis L. HiggsOctober 27, 2004 Page 5

unavoidable accidents, uncontrollable delays in transportation,
inability to obtain necessary materials in the open market, any state or federal
laws, regulations or requirements (expressly including inability to timely
obtain, after diligent efforts, necessary governmental approvals, licenses and
permits on terms reasonably acceptable to PDUS or the imposition of material new
requirements for approvals, licenses or permits that did not exist on the
Effective Date), or other matters beyond the reasonable control of PDUS, whether
similar to matters specifically enumerated above or not; provided, however, that
performance shall be resumed within a reasonable period of time after such cause
has been removed; and provided further that PDUS shall not be required against
its will to adjust any labor dispute or to question the validity of or to
refrain from judicially testing the validity of any state or federal order,
regulation or law. Work Expenditures in excess of the amount required during any
Annual Period may be carried forward as a credit for any subsequent Annual
Period. PDUS may in its sole discretion accelerate the schedule for completion
of the required Work Expenditures (and making the required Periodic Payments) in
order to exercise its Acquisition Right at any time during the Earn-In
Period.

3.
So long as it desires to keep the letter agreement in full force and effect and
retain its Acquisition Right, PDUS will, subject to the provisions of paragraph
II.H below and the provisions of the Mining Lease, timely pay all federal claim
maintenance fees required to maintain the unpatented mining claims within the
Property (the "Claims"). So long as it timely pays the claim maintenance fees as
required under this paragraph II.C.3, PDUS shall have the right if it so elects,
but no duty, to defend the Claims from, and no liability whatsoever to Miranda
or MUI as the result of a loss of any of the Claims due to, a challenge by any
third party or any U.S. government agency.

4.
During the Earn-in Period, MUI shall pay and provide evidence of payment to
PDUS, at least 15 days prior to their due dates, all Advance Royalties due to
the lessor under the Mining Lease. Upon receipt of such evidence, PDUS shall
promptly reimburse MUI for one-half of the amount of each such Advance Royalty
payment made by MUI. If MUI fails to timely provide such evidence of payment to
PDUS, PDUS may (but shall not be obligated to), pay the entire amount of such
Advance Royalty payment directly to the lessor under the Mining Lease. In that
event, PDUS may withhold from the next Periodic Payment due to MUI an amount
equal to one-half of that Advance Royalty payment.

D. 1. During the Earn-In Period,
PDUS shall provide to MUI (1) monthly progress reports, and (2) a comprehensive
summary report twice during each Annual Period. The monthly reports, which shall
be delivered by PDUS to MUI not later than 20 days after the end of each month
during each Annual Period, shall include, at a minimum, information relating to
assays, drill logs and samples (for months in which drilling results became
available), and non-interpretive metallurgical, geological, geophysical,
geochemical and engineering data (but not interpretive reports derived

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Mr. Dennis L. Higgs October 27, 2004 Page 6

therefrom) developed by PDUS during the immediately pervious
month. The bi-annual comprehensive report, which shall be delivered by PDUS to
MUI not later than 60 days after the end of each six-month period during every
Annual Period, shall include information relating to title to the Property,
environmental conditions at or pertaining to the Property, and all maps, assays,
surveys, drill logs, samples, and non-interpretive metallurgical, geological,
geophysical, geochemical and engineering data (but not interpretive reports
derived therefrom), developed by PDUS during the immediately previous six-month
period; provided, however, that PDUS shall have no obligation to make any data
or reports developed by it or on its behalf available to MUI under this
paragraph II.D if such data or reports are proprietary to or constitute trade
secrets or are derived from techniques that are proprietary to or constitute
trade secrets of PDUS (or any third-party consultant that compiled or created
them). PDUS makes no representation or warranty as to the accuracy, reliability
or completeness of any data and information provided to the other Parties
pursuant to this paragraph II.D, and Miranda and MUI shall rely on the same at
their sole risk.

2.
During the Earn-In Period, MUI and its authorized agents, at MUI's sole risk and
expense, shall have the right, exercisable during regular business hours, at a
mutually convenient time, in compliance with PDUS's safety rules and regulations
(which may or may not include written confirmation of their waiver of claims
against PDUS), and in a reasonable manner so as not to interfere with PDUS's
operations, to go upon the Property for the purpose of confirming that PDUS is
conducting its operations in the manner required by this letter agreement.
Miranda and MUI shall, jointly and severally, indemnify and hold PDUS harmless
from and against all claims for Losses (as defined in paragraph 11.1) arising
out of any death, personal injury or property damage sustained by MUI, its
agents or employees, while in or upon the Property pursuant to this paragraph
11.D.2, unless such death, injury or damage is due to PDUS's gross negligence or
willful misconduct.

E. 1. With respect to the Claims,
except as disclosed on the attached Schedule E.1, Miranda and MUI, jointly and
severally, represent and warrant to the best of their respective knowledge (a)
that the Mining Lease, which covers all of the Claims, is in full force and
effect, and that MUI has timely performed all of and is not in default with
respect to any of its obligations thereunder; (b) that NNR owns and MUI holds an
undivided 100% leasehold interest in the Claims free and clear of all liens,
claims, defects, encumbrances or other burdens on production arising by, through
or under Miranda or MUI; (c) that as to each of the Claims, MUI is in exclusive
possession thereof, and that, subject to the paramount title of the United
States of America: (i) the Claims were properly located and monumented on
available public domain land, and constitute a compact group of contiguous
claims free and clear of any interior gaps or conflicting claims of which MUI is
aware; (ii) location notices and certificates and required maps were properly
posted and recorded for each of the Claims; (iii) all filings and recordings
required to maintain the Claims in good standing through the Effective Date of
this letter agreement, including evidence of proper performance of annual

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Mr. Dennis L. Higgs October 27, 2004 Page 7

assessment work or payment of required claim maintenance fees,
have been timely and properly made in the appropriate governmental offices; (iv)
assessment work, performed reasonably and in good faith in accordance with
accepted industry practice, which to the best of knowledge of Miranda and MUI
was sufficient to satisfy the requirements for maintaining the Claims, was
performed through the assessment year ending September 1, 1992; (v) all required
annual claim maintenance fees and other payments necessary to maintain the
Claims through the assessment year ending September 1, 2005, have been timely
and properly made; and (vi) each of the Claims has been remonumented as
necessary, and evidence of such remonumentation has been timely and properly
recorded, all in compliance with the provisions of Nevada Revised Statutes §
517.030.

2.
Miranda and MUI, jointly and severally, further represent and warrant (a) that
MUI has conducted all operations on the Property in compliance with applicable
federal, state and local laws, rules, and regulations, including Environmental
Laws, and that there are no outstanding reclamation, restoration or clean-up
obligations or liabilities pertaining to the Property; (b) that there is no
pending or threatened litigation or administrative action or proceeding
affecting the Property and they have received no notices of violation or consent
orders with respect to the Property or any operations thereon; (c) that to the
best of their respective knowledge there is no condition or activity at the
Property which constitutes a nuisance or which could result in a violation of or
liability under any applicable Environmental Laws (as defined in Exhibit B), and
that there have been no releases of Hazardous Materials (as defined in Exhibit
B), from or affecting the Property other than in accordance with such laws; (d)
that by entering into this letter agreement they will not be in violation of or
cause a default under any oral or written agreement to which either of them is a
party, and that each of them has obtained any consents required under any such
agreements in order for it to enter into this letter agreement; (e) that there
are no royalties encumbering the Property other than the Advance Royalties and
Production Royalty payable to NNR pursuant to the Mining Lease (the "NNR
Royalty"); and (f) that the Property does not constitute all or substantially
all of the assets of either Miranda or MUI. PDUS, Miranda and MUI acknowledge
and agree that upon execution of this letter agreement by PDUS the Property will
become subject to PDUS's obligation to pay a 1% net smelter returns royalty to
Idaho Resource Corporation pursuant to that Agreement and Special Warranty Deed
Reserving Overriding Royalty Interest between Idaho Resources Corporation and
PDUS dated effective December 5, 2002 (the "IRC Royalty"). The IRC Royalty and
the NNR Royalty are collectively referred to hereinafter as the "Existing
Royalties."

3.
MUI has obtained from NNR and provided to PDUS a fully-executed and delivered
estoppel certificate (in the form attached as Exhibit H hereto) acceptable to
PDUS in which NNR has acknowledged PDUS's rights under this letter agreement,
acknowledged the execution and delivery of this letter agreement and the

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Mr. Dennis L. Higgs October 27, 2004 Page 8

Joint Venture Agreement, and confirmed that the Mining Lease is
in full force and effect and that there are no defaults thereunder.

F. Each of PDUS, on the one hand,
and Miranda and MUI (collectively), on the other hand, represents and warrants
to the other that:

1.
It is a corporation duly organized, validly existing, and in good standing under
the laws of its state or province of incorporation, and (with respect to PDUS
and MUI) is qualified to do business and in good standing under the laws of the
State of Nevada.

2.
It has the requisite power and authority (a) to enter into this letter agreement
and all other agreements contemplated hereby, and (b) to carry out and perform
its obligations under the terms and provisions of this letter agreement and all
agreements contemplated hereby.

3.
All requisite corporate action on its part, and on the part of its officers,
directors, and shareholders, necessary for the execution, delivery, and
performance by it of this letter agreement and all other agreements contemplated
hereby, have been taken. This letter agreement and all agreements and
instruments contemplated hereby are, and when executed and delivered by it
(assuming valid execution and delivery by the other Party), will be, legal,
valid, and binding obligations of it enforceable against it in accordance with
their respective terms. The execution, delivery and performance by it of this
letter agreement will not violate any provision of law; any order of any court
or other agency of government; or any provision of any indenture, agreement or
other instrument to which it is a party or by which its properties or assets are
bound; or be in conflict with, result in a breach of or constitute (with due
notice and lapse of time) a default under any such indenture, agreement or other
instrument. There is no law, rule or regulation, nor is there any judgment,
decree or order of any court or governmental authority binding on it which would
be contravened by the execution, delivery, performance, or enforcement of this
letter agreement or any instrument or agreement required hereunder.
Notwithstanding the foregoing, no representation is made as to (a) the remedy of
specific performance or other equitable remedies for the enforcement of this
letter agreement or any other agreement contemplated hereby or (b) rights to
indemnity under this letter agreement for securities law liability.
Additionally, this representation is limited by applicable bankruptcy,
insolvency, moratorium, and other similar laws affecting generally the rights
and remedies of creditors and secured parties.

G. PDUS agrees to be responsible
for and perform all reclamation required by federal, state and local laws, rules
and regulations in connection with any activities or operations conducted by it
or on its behalf on the Property during the Earn-In Period. If PDUS exercises
the Acquisition Right, PDUS's reclamation obligations under this paragraph II.G
will become obligations of the Venture.

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Mr. Dennis L. Higgs October 27, 2004 Page 9

H. The Parties agree that, in
addition to its right to terminate this letter agreement in its entirety at any
time, with respect to the Claims, at any time during the term of this letter
agreement, PDUS may in its sole discretion elect to terminate its interest under
this letter agreement in any portion of the Claims, to the extent allowed under
the Mining Lease. In that event, those Claims will no longer be deemed to
comprise a portion of the Property for any purposes under this letter agreement,
and PDUS shall have no further liabilities or obligations (other than those that
have accrued hereunder prior to the effective date of such termination) with
respect to those Claims. An election by PDUS to terminate its interest in some
but less than all of the Claims pursuant to this paragraph II.H shall be
effective upon PDUS providing written notice of such election to MUI. If PDUS
provides notice to MUI of PDUS's election to terminate its interest in any of
the Claims later than May 1st of any year, PDUS shall be obligated to pay the
claim maintenance fees for those Claims for the following assessment year
despite such termination. If PDUS drops any Claims from the letter agreement
pursuant to this paragraph II.H, the Periodic Payment requirements set forth in
paragraph II.B and the Work Expenditure requirements set forth in paragraph II.0
shall remain unchanged.

I.   1. PDUS
agrees to indemnify, defend and hold Miranda and MUI, and their respective
officers, directors, successors and assigns, harmless from and against any and
all claims, actions, suits, losses, liabilities, damages, assessments,
judgments, costs and expenses, including reasonable attorneys' fees and other
costs of defending the same (collectively, "Losses") arising from or related to
(a) any breach by PDUS of any of its covenants or representations and warranties
set forth in this letter agreement, or (b) any activities conducted by on or
behalf of PDUS on the Property. Miranda and MUI, jointly and severally, agree to
indemnify, defend and hold PDUS, its officers, directors, successors and
assigns, harmless from and against any and all Losses arising from or related to
(a) the administrative dissolution of Miranda U.S.A., Inc., a Wyoming
corporation or the subsequent incorporation of Miranda U.S.A., Inc., a Nevada
corporation, (b) any breach by either Miranda or MUI of any of their respective
covenants or representations and warranties set forth in this letter agreement,
or (c) any activities conducted by or on behalf of MUI on the Property. The
indemnification obligations set forth in this paragraph 11.1 shall survive the
termination of this letter agreement. For purposes of this paragraph 11.1, the
Parties agree that PDUS will be obligated to indemnify Miranda and MUI for
Losses arising out of or related to activities undertaken by PDUS as exploration
operator only to the extent that those activities constitute gross negligence or
willful misconduct on the part of PDUS.

2.
The Parties hereto, within five (5) days after the service of process upon
either of them in a lawsuit, including any notices of any court action or
administrative action (or any other type of action or proceeding), or promptly
after either of them, to its respective knowledge, shall become subject to, or
possess actual knowledge of, any damage, liability, loss, cost, expense, or
claim to which any of the indemnification provisions set forth in this letter
agreement relate, shall give written

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Mr. Dennis L. Higgs October 27, 2004 Page 10

notice to the other party setting forth the facts relating to
the claim, damage, or loss, if available, and the estimated amount of the same.
"Promptly"for purposes of this paragraph 11.1.2 shall mean giving notice
within ten (10) days, provided that the failure to promptly notify the
indemnifying party shall not operate to waive, reduce or extinguish the
indemnified party's rights hereunder unless such failure materially prejudices
the indemnifying party. Upon receipt of such notice relating to a lawsuit, the
indemnifying party shall be entitled to (i) participate at its own expense in
the defense or investigation of any claim or lawsuit or (ii) assume the defense
thereof, in which event the indemnifying party shall not be liable to the
indemnified party for legal or attorney fees thereafter incurred by such
indemnified party in defense of such action or claim; provided, that if the
indemnified party may have any unindemnified liability out of such claim, such
party shall have the right to approve the counsel selected by the indemnifying
party, which approval shall not be withheld unreasonably. If the indemnifying
party assumes the defense of any claim or lawsuit, all costs of defense of such
claim or lawsuit shall thereafter be borne by such party and such party shall
have the authority to compromise and settle such claim or lawsuit, or to appeal
any adverse judgment or ruling with the cost of such appeal to be paid by such
party; provided, however, if the indemnified party may have any unindemnified
liability arising out of such claim or lawsuit the indemnifying party shall have
the authority to compromise and settle each such claim or lawsuit only with the
written consent of the indemnified party, which shall not be withheld
unreasonably. The indemnified party may continue to participate in any
litigation at its expense after the indemnifying party assumes the defense of
such action. In the event the indemnifying party does not elect to assume the
defense of a claim or lawsuit, the indemnified party shall have authority to
compromise and settle such claim or lawsuit only with the written consent of the
indemnifying party, which consent shall not be unreasonably withheld, or to
appeal any adverse judgment or ruling, with all costs, fees, and expenses
indemnifiable under this letter agreement to be paid by the indemnifying party.
Upon the indemnified party's furnishing to the indemnifying party an estimate of
any loss, damage, liability, or expense to which the indemnification provisions
of this letter agreement relate, the indemnifying party shall pay to the
indemnified party the amount of such estimate within ten (10) days of receipt of
such estimate, unless the indemnifying party in good faith disputes its
liability with respect to any such claim.

J. No Party may assign its
interest in this letter agreement to any third party without the prior written
consent of the other Parties, such consent not to be unreasonably withheld;
provided, however, that no such consent will be necessary in connection with (i)
assignments to affiliates or subsidiaries, (ii) a pledge for financing purposes,
(iii) corporate merger or reorganization, or (iv) a sale of all or substantially
all of the assigning Party's assets. Any assignee of any Party or assignee or
transferee of any interest in the Property shall agree in writing to be bound by
all of the terms and conditions of this letter agreement. This letter agreement
shall be binding upon and inure to the benefit of the Parties and their
respective successors and assigns. Upon

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Mr. Dennis L. Higgs October 27, 2004 Page 11

an assignment by PDUS to which Miranda and MUI consent, PDUS
shall have no further obligations or liabilities under this letter
agreement.

K. Following completion of the
minimum amount of Work Expenditures, PDUS will have earned an undivided 60%
leasehold interest in the Property and shall be entitled to exercise the
Acquisition Right. If PDUS exercises the Acquisition Right, MUI shall
immediately convey to PDUS (by an assignment acceptable to PDUS) an undivided
60% leasehold interest in the Property, and PDUS and MUI will enter into a joint
venture agreement (the "Joint Venture Agreement") covering further activities at
the Property. The formal Joint Venture Agreement will generally follow the form
of the Rocky Mountain Mineral Law Foundation Forms 5 and 5A model joint venture
agreements, and will contain the terms and provisions set forth in Section III
below and such other terms and conditions as are mutually agreeable (subject to
an obligation on the part of each Party to negotiate such other terms and
conditions in good faith) to the Parties. Until the Joint Venture Agreement is
executed and delivered the Parties agree that they will be legally bound by the
provisions of this paragraph II.K and the provisions of Section III.

L. PDUS and MUI agree that their
relationship shall constitute a tax partnership within the meaning of Section
761(a) of the United States Internal Revenue Code of 1986, as amended (the
"Code"), and that, to the extent permissible under applicable law, their
relationship shall be treated for state income tax purposes in the same manner
as it is for federal income tax purposes. Except for the tax partnership
referred to in the preceding sentence and established pursuant to the provisions
of Exhibit D attached hereto and incorporated herein by reference, nothing
contained in this letter agreement shall be deemed to constitute either Miranda
and MUI (collectively) or PDUS the partner of the other, nor, except as
otherwise herein expressly provided, to constitute either Miranda and MUI
(collectively) or PDUS the agent or legal representative of the other, nor to
create any fiduciary relationship between them. It is not the intention of the
Parties to create, nor shall this letter agreement be construed to create, any
mining, commercial, or other partnership, other than the tax partnership as set
forth in Exhibit D. No Party shall have any authority to act for or to assume
any obligation or responsibility on behalf of the other Parties, except as
otherwise expressly provided herein.

M. Simultaneous with the
execution of this letter agreement, the parties agree to execute for recording
purposes a written Short Form of Agreement, in the form attached hereto as
Exhibit E, setting forth the basic terms and conditions of this letter agreement
as necessitated by Nevada law. That Short Form may be recorded by PDUS in the
official records of Eureka County. None of the Parties shall record this letter
agreement.

N.Where any Party hereto
or any affiliate (collectively, the "Discloser") is required by Canadian
National Instrument 43-101 Standards of Disclosure for Mineral

---

Mr. Dennis L. Higgs October 27, 2004Page 12

Projects,as amended from time to time ("NI 43-101"), to
file a Technical Report (as defined in NI 43-101) with respect to the
Property:

1.
neither the non-disclosing Parties nor their respective affiliates shall have
any obligation to the Discloser to prepare or provide the Technical Report or
any part thereof, or to provide or make available a Qualified Person (as defined
in NI 43-101) to the Discloser;

2.
the Discloser shall not designate either of the other Parties or any associate,
affiliate or employee of or retained by either of the other Parties, or any
Qualified Person of the other Parties, as the Qualified Person of the Discloser,
without the prior written consent of the other Parties;

3.
the Discloser shall be responsible for the cost of preparing or providing the
Technical Report;

4.
the Discloser's designation of a third party Qualified Person shall be subject
to the other Parties' prior written consent, such consent not to be unreasonably
withheld;

5.
the non-disclosing Parties shall be entitled to access to all pertinent
information related to that portion of the Technical Report pertaining to the
Property and shall be afforded a reasonable opportunity to review and the
opportunity (but not the obligation) to require reasonable changes to that
portion of the Technical Report prior to the filing of the Technical Report with
applicable regulatory authorities;

6.
where Miranda is the Discloser, Miranda may request and PDUS may elect (but
shall have no obligation) to prepare and provide the Technical Report and to
designate the Qualified Person to prepare or supervise the preparation of such
Technical Report, all at the expense of Miranda. In the event that PDUS prepares
or provides the Technical Report pursuant to this paragraph II.N.6, then Miranda
shall:

| | (a) | use such Technical Report only for the purpose of
      compliance with NI 43-101 and for no other purpose; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | defend, indemnify and hold PDUS and its directors,
      officers, employees, agents, representatives and subcontractors (the "PDUS
      Indemnified Parties") harmless from and against any and all Losses,
      whether direct or indirect, which at any time or from time to time are
      directly or indirectly incurred or suffered by any of the PDUS Indemnified
      Parties or their respective successors or assigns in connection with, as a
      result of or arising out of the preparation or provision of the Technical
      Report and the dissemination of same. For greater certainty, no
      termination of this letter agreement

---

Mr. Dennis L. Higgs October 27, 2004 Page 13

shall prevent any of the PDUS
Indemnified Parties or their respective successors or assigns from obtaining
indemnification from Miranda pursuant to this paragraph II.N.6(b); and

7.
where Miranda is the Discloser and PDUS obtains information subsequent to the
filing of the Technical Report which renders the Technical Report inaccurate,
Miranda shall at PDUS's request disseminate such information in a manner which
satisfies Miranda's obligations under applicable securities laws, and if Miranda
fails to do so then PDUS shall have the right (but not the obligation) to do so
on Miranda's behalf.

0. The Parties agree that the
terms and conditions of this letter agreement will apply and extend to any
right, title or interest hereafter acquired during the Earn-In Period by (i) MUI
in or to the Property or within the Area of Interest (as defined in Exhibit C),
or (ii) PDUS within the Area of Interest, without payment of additional
consideration.

P. The Parties agree that this
letter agreement shall be governed by Nevada law, other than its rules as to
conflicts of law. The parties hereby agree and consent to the non-exclusive
jurisdiction of the United States District Court for the District of Nevada with
respect to any disputes arising under or concerning the interpretation of this
letter agreement.

Q. The Parties agree that this
letter agreement shall be construed to benefit the parties hereto and their
respective permitted successors and assigns only, and, except as set forth in
paragraph 11.1, shall not be construed to create any third party beneficiary
rights in any other party or in any governmental organization or agency.

R. The use of the term
"including" anywhere in this letter agreement shall be deemed to mean "including
without limitation." Representations and warranties in this letter agreement
made to the best of a Party's knowledge shall mean the Party making the
representation and warranty has made a prudent and reasonable investigation of
the underlying facts that form the basis of the representation and warranty.

S. In the event of a material
default hereunder on the part of PDUS, MUI shall give to PDUS written notice
specifying the particular default or defaults asserted, and, in the case of a
default other than with respect to the payment of money, PDUS shall have thirty
days after the receipt of said notice (or in the event PDUS disputes the
existence of such a material default, thirty days after the entry by a court of
competent jurisdiction of a final judgment finding such a default) within which
either to cure such specified defaults, or to undertake diligent efforts to cure
the same. In the event of such a cure (or the commencement of diligent efforts
to cure) by PDUS, this letter agreement shall continue in full force and effect
as though no default had occurred. In the event such curative action is not so
completed or diligent efforts to cure such

---

Mr. Dennis L. Higgs October 27, 2004 Page 14

defaults are not undertaken within the applicable 30-day period
and thereafter diligently pursued to completion, MUI may elect to terminate this
letter agreement by notice to PDUS as provided in paragraph II.T. In the case of
a default by PDUS relating to the payment of any funds to MUI, or any third
party as required hereunder, PDUS shall have ten business days after receipt of
notice of such default to rectify or dispute the same (in accordance with the
same procedures as apply to non-monetary defaults as set forth above in this
paragraph 11.S), failing which MUI may elect to terminate this Agreement by
written notice to PDUS as provided in paragraph II.T. Upon termination of this
letter agreement pursuant to this paragraph II.S, PDUS shall have no further
liability or obligations hereunder or with respect to the Property (including no
liability for lost profits, consequential or other damages), except with respect
to the obligations set forth in paragraphs II.G and 11.1, and Miranda and MUI
shall have no further liability or obligations hereunder, except with respect to
the obligations set forth in paragraphs 11.D.2, 11.1 and II.N.6(b).

T. All notices given in
connection herewith shall be in writing, and all such notices and deliveries to
be made pursuant hereto shall be given or made in person, by certified or
registered mail, by reputable overnight courier, or by facsimile acknowledged
upon receipt. Such notices and deliveries shall be deemed to have been duly
given and received when actually delivered in person or sent by facsimile
(during normal business hours), on the next business day following the date they
are sent by courier, or three business days after registered or certified
mailing when deposited in a receptacle for United States mail, postage prepaid,
and addressed as follows:

| | 1. | If to PDUS:                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                             
| |    | Placer Dome U.S. Inc. 1125 17th Street, Suite 2310
      Denver, Colorado 80202 Attention: General Counsel Telephone
      No.: (303) 675-0055 Facsimile No.: (303) 675-0707
| |    |                                                                                                                                                                             
| |    | with a copy to:                                                                                                                                                             
| |    |                                                                                                                                                                             
| |    | Placer Dome U.S. Inc.                                                                                                                                                       
| |    | 240 South Rock Blvd., Suite 117 Reno, Nevada 89502
      Attention: William C. Howald Telephone No.: (775) 856-2552
      Facsimile No.: (775) 856-7509                     

---

Mr. Dennis L. Higgs October 27, 2004 Page 15

| |    | and                                                                                                                                                                
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                    
| |    | Placer Dome U.S. Inc. HC 66 Box 1250 Crescent
      Valley, Nevada 89821 Attention: Brian Iverson Telephone No.: (775)
      468-4433 Facsimile No.: (775) 468-4496
| |    |                                                                                                                                                                    
| | 2. | If to Miranda or MUI:                                                                                                                                              
| |    |                                                                                                                                                                    
| |    | Miranda Gold Corp.                                                                                                                                                 
| |    | Suite 306 - 1140 Homer Street Vancouver,
  B.C.                                                                                                                    
| |    | Canada V6B 2X6 Attention: Dennis Higgs Telephone
      No.: (604) 689-1659 Facsimile No.: (604) 689-1722                                                           
| |    |                                                                                                                                                                    
| |    | with a copy to:                                                                                                                                                    
| |    |                                                                                                                                                                    
| |    | Miranda Gold Corp. Miranda U.S.A., Inc. 5900
      Philoree Lane Reno, Nevada 89511                                                                                
| |    | Attention: Kenneth D. Cunningham Telephone No.: (775)
      849-2347 Facsimile No.: (775) 849-2336                                                                 

U. This letter agreement is the
complete expression of all agreements, contracts, covenants, and promises
between the Parties, and all negotiations, understandings, and agreements
between the Parties are set forth in this letter agreement, which solely and
completely expresses their understanding, and shall be construed without
reference to any such negotiations, understandings and agreements. No implied
term, covenant, condition or provision of any kind whatsoever shall affect any
of the Parties' respective rights and obligations hereunder, including, without
limitation, rights and obligations with respect to exploration, development,
mining, processing and marketing of minerals, and the only terms, covenants,
conditions or provisions which shall in any way affect any of their respective
rights and obligations shall be those expressly set forth in this letter
agreement. This letter agreement may not be amended or modified, nor may any
obligation hereunder be waived, except by writing duly executed on behalf of all
Parties, and unless otherwise specifically provided in such writing, any
amendment, modification, or waiver shall be effective only in the specific
instance and for the purpose it is given.

---

Mr. Dennis L. Higgs October 27, 2004 Page 16

V. In the event that any one or
more of the provisions contained in this letter agreement or in any other
instrument or agreement contemplated hereby shall, for any reason, be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision of this letter
agreement or any such other instrument or agreement. In the event of any
controversy, claim, or dispute between the Parties hereto, arising out of or
relating to this letter agreement or the breach thereof, the prevailing Party
shall be entitled to recover from the losing Party reasonable expenses,
attorneys' fees, and costs. At the request of either Party, the Parties shall
execute and deliver any further instruments, agreements, documents or other
papers reasonably requested by either Party to effect the purposes of this
letter agreement and the transactions contemplated hereby, including any such
instruments, agreements, documents or other papers as may be necessary to
address any issues arising from the administrative dissolution of Miranda
U.S.A., Inc., a Wyoming corporation or the subsequent incorporation of Miranda
U.S.A., Inc., a Nevada corporation.

W. The Parties hereby agree that
any dispute arising under this letter agreement shall be subject to the informal
dispute resolution procedure set forth in this paragraph II.W. The Party
asserting the existence of a dispute as to the interpretation of any provision
of this letter agreement or the performance by the other Party of any of its
obligations hereunder shall notify the other Party of the nature of the asserted
dispute. Within seven business days after receipt of such notice, William Howald
(for PDUS) and Dennis Higgs (for Miranda), or their designated successors, shall
arrange for a personal or telephone conference in which they use good faith
efforts to resolve such dispute. If those individuals are unable to resolve the
dispute, either Party may proceed with any legal remedy available to it;
provided, however, that the Parties agree that any statement made as to the
subject matter of the dispute in any of the conferences referred to in this
paragraph II.W shall not be used in any legal proceeding against the Party that
made such statement. For purposes of this paragraph II.W, Miranda and MUI shall
be treated as a single Party.

III. DEVELOPMENT PERIOD

A. PDUS shall be the Manager of
the business relationship between the parties (the "Venture") under the Joint
Venture Agreement. If PDUS desires to earn an additional 10% interest in the
Property (the "Additional Interest"), PDUS must complete or arrange for the
completion of a Feasibility Study (as defined in the attached Exhibit F) at any
time during or after the Earn-In Period but not later than five years after the
effective date of the Joint Venture Agreement. In addition, PDUS may extend the
time by which it must have completed the Feasibility Study for one additional
year by providing notice to MUI not later than 90 days prior to the end of the
five-year period described in the previous sentence. PDUS agrees that it will
notify MUI whether PDUS desires to acquire the Additional Interest not later
than 120 days after the effective date of the Joint Venture Agreement; provided,
however, that PDUS shall have the right to Mr. Dennis L. Higgs October 27, 2004

---

Page 17

decide and notify MUI at any time thereafter that it no longer wishes to acquire the Additional Interest.

B. During the period prior to which it completes the Feasibility Study, unless it elects not to acquire the Additional Interest, PDUS shall be obligated to incur Work Expenditures of not less than $250,000 annually
on or for the benefit of the Property, although PDUS shall have no obligation to prepare Programs and Budgets until it has earned (or elected not to earn) the Additional Interest. If PDUS fails to meet that minimum Work Expenditure requirement
during any year, it may make up the shortfall in accordance with the provisions of paragraph II.C.2. PDUS will fund all Venture operations through completion of the Feasibility Study or until PDUS determines it no longer desires to earn the
Additional Interest.

C. Upon completion of a Feasibility Study, PDUS shall have earned the Additional Interest in the Property, and each Participant will fund project development according to its Participating Interest percentage in the
Property (30% MUI, 70% PDUS). Upon completion of a Feasibility Study, MUI shall have a one-time option to convert its 30% Participating Interest in the Property to an interest in 2.5% of Net Returns (as defined in the attached Exhibit G). MUI shall
make that election not later than 120 days after its receipt of the Feasibility Study. Failure to timely notify PDUS of an election to convert shall be deemed to be an election by MUI to retain its 30% Participating Interest in the Property. During
the 120-day period referred to in this paragraph III.C, PDUS may continue to conduct Operations on or for the benefit of the Property in such a manner as it sees fit, and, if MUI elects not to convert its 30% Participating Interest to an interest in
2.5% of Net Returns, MUI shall promptly reimburse PDUS for MUI's share (30%) of all expenditures incurred by PDUS during that period, plus annualized interest at the Prime Rate plus two percent.

D. After completion of a Feasibility Study, MUI shall have the option (in its sole discretion) to request that PDUS earn an additional 5% interest in the Property (the "Supplemental Additional Interest") by PDUS
arranging for project financing for the construction and development of a mine at the Property, rather than MUI being required to directly finance or fund its share of the costs of such construction and development. MUI agrees that it will make the
request to PDUS that PDUS acquire the Supplemental Additional Interest not later than 120 days after PDUS delivers a completed Feasibility Study to MUI. If MUI timely makes that request, PDUS shall use reasonable good faith efforts to arrange for
such project financing; provided, however, that PDUS shall have no obligation to arrange for any project financing that PDUS's Board of Directors, acting in its normal course, is unwilling to approve. If PDUS is unable to arrange for project
financing, PDUS shall notify MUI, and the Participating Interests shall remain PDUS-70% / MUI-30%. If PDUS arranges for project financing, it shall be entitled to recover MUI's share (25%) of (i) the amount borrowed, (ii) all costs associated with
such financing (including without limitation attorney's fees, consultant's fees, and fees payable to the lender and the lender's attorneys and consultants), and (iii) interest on

---

Mr. Dennis L. Higgs October 27, 2004 Page 18

the foregoing amount at a rate to be determined by a mutually
agreeable independent third party (collectively, the "Carried Amount"), from 60%
of MUI's share of net cash flow from operations from the Property, beginning on
the date of commencement of commercial production from the Property. To secure
repayment of the Carried Amount, MUI shall grant to PDUS, simultaneous with the
execution of the Joint Venture Agreement, a first priority security interest
(subordinate only to the lender with whom PDUS arranges the project financing)
in MUI's Participating Interest in the Joint Venture Agreement, and execute and
deliver to PDUS a mortgage or deed of trust, U.C.C. Financing Statements, and
such other documents as PDUS may deem reasonably necessary to perfect that
security interest. That security interest will remain in place until PDUS has
fully recovered the Carried Amount. PDUS's security interest described above
will be in addition to the security interests the Parties grant to each other to
secure the performance of their respective obligations under the Joint Venture
Agreement.

E. PDUS shall be the Manager
under the Joint Venture Agreement and will be compensated with a management fee
calculated as set forth in the Joint Venture Agreement.

F. 1. If PDUS fails or elects not
to timely complete a Feasibility Study, then the Participating Interest
percentages of the Parties in the Property shall remain PDUS  60%, MUI  40%,
and PDUS shall remain the Manager under the Joint Venture Agreement.

2.
Thereafter, if at any time PDUS proposes a Program and Budget calling for annual
expenditures in excess of $1,500,000, the following provisions shall apply.
Whenever PDUS proposes such a Program and Budget, MUI shall have a period of 180
days from and after its receipt of such a proposed Program and Budget to elect
whether or not it desires to participate in that Program and Budget at a level
that is in accordance with its Participating Interest (during this period, MUI
shall have the right only to participate fully in a proposed Program and Budget,
or not at all). If MUI elects not to participate in such a Program and Budget,
then the standard dilution formula (as described in paragraph III.H) will not
apply. Rather, in that event, PDUS's Participating Interest shall be increased
by one percentage point, and MUI's Participating Interest shall be decreased by
one percentage point, for each complete $1,500,000 increment set forth in the
proposed Program and Budget. By way of example (but not limitation), if during
the relevant time period PDUS proposed a Program and Budget calling for
expenditures of $4,200,000, and MUI elected not to participate, PDUS's
Participating Interest in the Venture would automatically increase from 60% to
62%, and MUI's Participating Interest in the Venture would automatically
decrease from 40% to 38%. Subsequently, if PDUS proposed a Program and Budget
calling for expenditures of $6,300,000, and MUI elected not to participate,
PDUS's Participating Interest would automatically increase from 62% to 66%, and
MUI's Participating Interest would automatically decrease from 38% to 34%.
During the 180-day period referred to in this

---

Mr. Dennis L. Higgs October 27, 2004 Page 19

paragraph III.F.2, PDUS may continue to conduct Operations on
or for the benefit of the Property in accordance with either approved or the
proposed Program(s) and Budget(s), and, if MUI elects to fully participate in
the proposed Program and Budget, MUI shall promptly reimburse PDUS for MUI's
share of all expenditures incurred by PDUS during that period, plus interest at
the Prime Rate plus two percent. The provisions of this paragraph III.F.2 shall
apply until such time, if any, as PDUS has increased its Participating Interest
in the Venture to at least 70%. Thereafter, the standard dilution formula (as
described in paragraph III.H) shall apply.

3.
Each Participant shall then be obligated (subject to its rights to elect
dilution) to contribute to the costs of Operations at the Property in accordance
with its Participating Interest.

G. PDUS's Initial Contribution to
the Venture will be deemed to be equal to the actual amount of PDUS's Work
Expenditures incurred during the Earn-In Period plus additional expenditures for
Operations incurred by PDUS through the point of completion of a Feasibility
Study (or an election by PDUS not to complete the Feasibility Study), and the
amount of MUI's Initial Contribution will be determined based on the following
formula (where MUI's contribution equals x):

'Amount of PDUS's Work
      Expenditures60%
    =
    and additional
      expenditures'40%
    
    X


The fraction set forth above shall be 70%/30% (for Equity
Account purposes) if PDUS earns the Additional Interest, and 75%/25% (for Equity
Account purposes) if PDUS earns the Supplemental Additional Interest, and the
Participants will take such actions as are reasonably necessary to make the
Capital Account balances reflect PDUS's additional expenditures made to earn the
Additional Interest and the Supplemental Additional Interest.

H. Except for the provisions of
paragraph III.F to the contrary, if either Participant elects to participate
less than fully or not at all in a proposed Program and Budget, the standard
dilution formula set forth in Section 6.3 of Form 5A will apply. Once any
Participant's Participating Interest is voluntarily reduced to less than 5%,
that Participant's Participating Interest shall automatically be converted to an
interest in 1% of Net Returns. If a Participant defaults in contributing to an
approved Program and Budget, then, among the remedies available to it, the
non-defaulting Participant may choose to have the defaulting Participant's
Participating Interest reduced in accordance with the standard dilution formula
plus a penalty of 50% (if the default occurs with respect to an approved Program
and Budget which covers primarily exploration activities), or to have the
defaulting Participant forfeit its entire interest in the Venture (if the
default occurs with respect to an approved Program and Budget which covers
primarily development and/or mining activities), in which case the defaulting
Participant

---

Mr. Dennis L. Higgs October 27, 2004 Page 20

shall have the right to recover from the 1% of Net Returns an
amount equal to the positive balance in the defaulting Participant's Equity
Account.

I. The Parties agree to make the
same representations and warranties set forth in paragraphs II.E. and II.F.
above, effective as of the effective date of the Joint Venture Agreement.

J. The Parties agree that each of
them shall be responsible for their share of liabilities and obligations of the
Venture (including without limitation environmental liabilities and
obligations), equivalent to their Participating Interests in the Venture at the
time such obligations or liabilities are incurred or accrued, notwithstanding
any subsequent reduction or conversion of their Participating Interests.

K. All capitalized terms used in
this Section III and not defined herein will have the meaning ascribed to them
in Forms 5 and 5A.

IV. PUBLICITY AND INFORMATION

A. Each Party, except to the
extent required by law or stock exchange rule and then only after providing the
other Parties with not less than three business days to review and comment on
any proposed release or announcement, is prohibited from issuing any press
releases or other public announcements concerning this letter agreement or any
information generated pursuant hereto without the prior written approval of the
other Parties. Miranda and MUI acknowledge that, based upon (a) information made
available by them to PDUS and PDUS's examination of the Property with the
permission of Miranda and MUI and (b) exploration data from work on property
which PDUS controls in the vicinity of the Property, PDUS has conducted its own
evaluation of the Property and has developed its own theories and
interpretations regarding the Property that are regarded by PDUS as confidential
and/or proprietary to PDUS and which have not been disclosed to Miranda and MUI.
Miranda and MUI agree that in entering into this letter agreement, they are not
relying on PDUS to disclose any such theories, interpretations or
evaluations.

B. Except as set forth in
paragraph IV.A, the Parties agree to treat all data, reports, records and other
information developed or made available to them by the other Party under this
letter agreement and applicable to the Property as confidential, and unless any
Party is required by any law, rule, regulation, or order to disclose any of such
information, information shall not be disclosed to any person without the prior
written consent of the non-disclosing Parties, which consent shall not be
unreasonably withheld.

C. This letter agreement is, and
the rights and obligations of the Parties are, strictly limited to the Property
and the Area of Interest. Except as expressly provided herein, the Parties shall
have the free and unrestricted right to independently engage in, and receive the
full benefits of, any and all business ventures of any sort whatever,

---

Mr. Dennis L. Higgs October 27, 2004 Page 21

whether or not competitive with the Property and the activities
undertaken pursuant to the letter agreement, without consulting the others or
inviting or allowing the others to participate therein. None of the Parties
shall be under any fiduciary or other duty to the other which will prevent it
from engaging in or enjoying the benefits of, any competing venture or ventures
outside the Property (other than the Area of Interest). The legal doctrines of
"corporate opportunity" or "business opportunity" as developed or applied by any
court or authority of any jurisdiction and sometimes applied to persons or legal
entities occupying a joint venture or other fiduciary status shall not be
applied to any other activity, venture, or operation of any of the Parties,
whether such opportunity is derived from or based on information received or
activities conducted under this letter agreement or otherwise.

If Miranda and MUI are in
agreement with the foregoing, please indicate the same by signing in the space
indicated below, and returning to me a copy of this letter on or before October
28, 2004. Upon PDUS's receipt of a signed copy of this letter it will be
understood and agreed to by the Parties that this letter agreement, for and in
consideration of the mutual covenants and promises contained herein, the receipt
and sufficiency of which are hereby acknowledged and confirmed, is intended to
and does constitute a binding agreement.

Sincerely,

PLACER DOME U.S. INC.



William HowaldRegional Exploration Manager

Accepted and agreed to this ______day of October, 2004 by
Miranda Gold Corp.

By: ____________________________

Name: __________________________

Title: ___________________________

---

Mr. Dennis L. Higgs October 27, 2004 Page 22

Accepted and agreed to this ______day of October, 2004 by
Miranda U.S.A., Inc.

By: ____________________________

Name: __________________________

Title: ___________________________

---

E x h i b i t A

The Red Hill Project

The following unpatented mining
claims located in Sections 4, 5, 6, 8, 9 and 17, Township 25 North, Range 50
East, Eureka County, Nevada, covered by that Mining Lease between Nevada North
Resources (U.S.A.), Inc. and Miranda U.S.A., Inc. dated as of May 27, 2004:

RED HILL PROPERTY CLAIM LISTClaim Name
    BLM-NMC
    Loc. Date
    County
    Book
    PageRH # 17
    831379
    19-Jun-02
    Eureka
    350
    1RH # 18
    831380
    19-Jun-02
    Eureka
    350
    2RH # 19
    831381
    19-Jun-02
    Eureka
    350
    3RH # 20
    831382
    19-Jun-02
    Eureka
    350
    4RH # 21
    831383
    19-Jun-02
    Eureka
    350
    5RH # 22
    831384
    19-Jun-02
    Eureka
    350
    6RH # 23
    831385
    19-Jun-02
    Eureka
    350
    7RH # 24
    831386
    19-Jun-02
    Eureka
    350
    8RH # 25
    831387
    19-Jun-02
    Eureka
    350
    9RH # 26
    831388
    19-Jun-02
    Eureka
    350
    10RH # 27
    831389
    19-Jun-02
    Eureka
    350
    11RH # 28
    831390
    19-Jun-02
    Eureka
    350
    12RH # 29
    831391
    19-Jun-02
    Eureka
    350
    13RH # 30
    831392
    19-Jun-02
    Eureka
    350
    14RH # 31
    831393
    19-Jun-02
    Eureka
    350
    15RH # 32
    831394
    19-Jun-02
    Eureka
    350
    16RH # 33
    831395
    19-Jun-02
    Eureka
    350
    17RH # 34
    831396
    19-Jun-02
    Eureka
    350
    18RH # 35
    831397
    19-Jun-02
    Eureka
    350
    19RH # 36
    831398
    19-Jun-02
    Eureka
    350
    20RH # 37
    831399
    19-Jun-02
    Eureka
    350
    21RH # 38
    831400
    19-Jun-02
    Eureka
    350
    22RH # 39
    831401
    19-Jun-02
    Eureka
    350
    23


Exh. A-1

---

RED HILL PROPERTY CLAIM LISTClaim Name
    BLM-NMC
    Loc. Date
    County
    Book
    PageRH # 40
    831402
    19-Jun-02
    Eureka
    350
    25RH # 41
    831403
    19-Jun-02
    Eureka
    350
    26RH # 42
    831404
    19-Jun-02
    Eureka
    350
    27RH # 43
    831405
    19-Jun-02
    Eureka
    350
    28RH # 44
    831406
    19-Jun-02
    Eureka
    350
    29RH # 45
    831407
    19-Jun-02
    Eureka
    350
    30RH # 46
    831408
    19-Jun-02
    Eureka
    350
    31RH # 71
    831409
    19-Jun-02
    Eureka
    350
    32RH # 72
    831410
    19-Jun-02
    Eureka
    350
    33RH # 73
    831411
    19-Jun-02
    Eureka
    350
    34RH # 74
    831412
    19-Jun-02
    Eureka
    350
    35RH # 75
    831413
    19-Jun-02
    Eureka
    350
    36RH # 76
    831414
    19-Jun-02
    Eureka
    350
    37RH # 77
    831415
    19-Jun-02
    Eureka
    350
    38RH # 78
    831416
    19-Jun-02
    Eureka
    350
    39RH # 79
    831417
    19-Jun-02
    Eureka
    350
    40RH # 80
    831418
    19-Jun-02
    Eureka
    350
    41RH # 102
    831419
    19-Jun-02
    Eureka
    350
    42RH # 104
    831420
    19-Jun-02
    Eureka
    350
    43RH # 106
    831421
    19-Jun-02
    Eureka
    350
    44RH # 108
    831422
    19-Jun-02
    Eureka
    350
    45RH # 110
    831423
    19-Jun-02
    Eureka
    350
    46RH # 112
    831424
    19-Jun-02
    Eureka
    350
    47RH # 114
    831425
    19-Jun-02
    Eureka
    350
    48RH # 116
    831426
    19-Jun-02
    Eureka
    350
    49RH # 118
    831427
    19-Jun-02
    Eureka
    350
    50RH # 120
    831428
    19-Jun-02
    Eureka
    350
    51RH # 122
    831429
    19-Jun-02
    Eureka
    350
    52RH # 124
    831430
    19-Jun-02
    Eureka
    350
    53RP # 27
    831504
    19-Jun-02
    Eureka
    350
    54RP # 36
    831505
    19-Jun-02
    Eureka
    350
    55RP # 37
    831506
    19-Jun-02
    Eureka
    350
    56


Exh. A-2

---

RED HILL PROPERTY CLAIM LISTClaim Name
    BLM-NMC
    Loc. Date
    County
    Book
    PageRP # 38
    831507
    19-Jun-02
    Eureka
    350
    57RP # 39
    831508
    19-Jun-02
    Eureka
    350
    58RP# 40
    831509
    19-Jun-02
    Eureka
    350
    59R P # 41
    831510
    19-Jun-02
    Eureka
    350
    60RP # 42
    831511
    19-Jun-02
    Eureka
    350
    61RP # 51
    831512
    19-Jun-02
    Eureka
    350
    62RP # 52
    831513
    19-Jun-02
    Eureka
    350
    63RP # 53
    831514
    19-Jun-02
    Eureka
    350
    64RP # 54
    831515
    19-Jun-02
    Eureka
    350
    65RP # 69
    831516
    19-Jun-02
    Eureka
    350
    66RP # 70
    831517
    19-Jun-02
    Eureka
    350
    67RP# 71
    831518
    19-Jun-02
    Eureka
    350
    68RP # 86
    831519
    19-Jun-02
    Eureka
    350
    69RP # 87
    831520
    19-Jun-02
    Eureka
    350
    70RP # 88
    831521
    19-Jun-02
    Eureka
    350
    71R P # 216
    831522
    20-Jun-02
    Eureka
    350
    72RP # 224
    831523
    20-Jun-02
    Eureka
    350
    73RP # 226
    831524
    20-Jun-02
    Eureka
    350
    74RP # 240
    831525
    20-Jun-02
    Eureka
    350
    75RP # 242
    831526
    20-Jun-02
    Eureka
    350
    76RP # 244
    831527
    20-Jun-02
    Eureka
    350
    77RP # 248
    831528
    20-Jun-02
    Eureka
    350
    78RP # 250
    831529
    20-Jun-02
    Eureka
    350
    79RP # 43
    847956
    12-Mar-03
    Eureka
    361
    276


---

Exhibit B

"Exploration, Development and
Related Work"shall mean and include all operations and activities of PDUS
(or performed at the request of PDUS) on or relating to the Property for
purposes of determining ore reserves and mineralization, and for purposes of
exploration for and development of valuable minerals from the Property
including, without limitation, the right to enter upon the Property for purposes
of surveying, exploring, testing, sampling, trenching, bulk sampling,
prospecting and drilling for valuable minerals, and to construct and use
buildings, roads, power and communication lines, and to use so much of the
surface of the Property in such manner as PDUS deems necessary for the enjoyment
of any rights and privileges to PDUS hereunder or otherwise necessary to effect
the purposes of this letter agreement, and any reclamation and other clean-up
required in connection with any of the foregoing.

"Environmental Laws"shall
mean the Comprehensive Environmental Response, Compensation and Liability Act of
1980, the Resource Conservation and Recovery Act of 1976, the Clean Air Act, the
Clean Water Act, the Hazardous Materials Transportation Act, the Toxic
Substances Control Act, the Federal Water Pollution Control Act, the Superfund
Amendments and Reauthorization Act of 1986, the Safe Drinking Water Act, the
Endangered Species Act, the National Environmental Policy Act, the Mine Safety
and Health Act of 1977, the Federal Land Policy and Management Act of 1976, and
the National Historic Preservation Act, each as amended, and any state law
counterparts, together with all other laws (including rules, regulations, codes,
plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder)
of federal, state and local governments (and all agencies thereof) concerning
pollution or protection of the environment, reclamation, public health and
safety, or employee health and safety, including laws relating to emissions,
discharges, releases, or threatened releases of pollutants, contaminants, or
chemical, industrial, hazardous, or toxic materials or wastes into ambient air,
surface water, ground water, or lands or otherwise relating to the existence,
manufacture, processing, distribution, use, treatment, storage, disposal,
recycling, transport, or handling or reporting or notification to any
governmental authority in the collection, storage, use, treatment or disposal of
pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials
or wastes.

"Environmental Liabilities"shall mean any liability arising out of, based on or resulting from (A) the
presence, release, threatened release, discharge or emission into the
environment of any Hazardous Materials or substances existing or arising on,
beneath or above such property and/or emanating or migrating and/or threatening
to emanate or migrate from such property to other properties; (B) disposal or
treatment of or the arrangement for the disposal or treatment of Hazardous
Materials originating or transported from such property to an off-site
treatment, storage or disposal facility, (C) physical disturbance of the
environment on or from such property; or (D)the violation or alleged
violation of any Environmental Laws relating to such property.

Exh. B-1

---

"Hazardous Materials"means any substance: (A) the presence of which requires reporting,
investigation, removal or remediation under any Environmental Law; (B) that is
defined as a "hazardous waste," "hazardous substance," "extremely hazardous
substance" or "pollutant" or "contaminant" under any Environmental Law; (C) that
is toxic, explosive, corrosive, flammable, ignitable, infectious, radioactive,
reactive, carcinogenic, mutagenic or otherwise hazardous and is regulated under
any Environmental Law; (D) the presence of which on a property causes or
threatens to cause a nuisance upon the property or to adjacent properties or
poses or threatens to pose a hazard to the health or safety of persons on or
about the property; (E) that contains gasoline, diesel fuel or other petroleum
hydrocarbons; or (F) that contains PCBs, asbestos or urea formaldehyde foam
insulation; in each case subject to exceptions provided in applicable
Environmental Laws.

Exh. B-2

---

Exhibit C

"Work Expenditures"shall
mean and include all costs or fees, expenses, liabilities and charges paid or
incurred by PDUS which are related to Exploration, Development and Related Work
conducted during the Earn-In Period (specifically excluding the Initial Payment
and any Periodic Payments), including without limitation:

(a) All costs and expenses
incurred in conducting exploration and prospecting activities on or in
connection with the Property, including, without limitation, the preparation of
feasibility studies, the active pursuit of required federal, state or local
authorizations or permits and the performance of required environmental
protection or reclamation obligations, the building, maintenance and repair of
roads, drill site preparation, drilling, tracking, sampling, trenching, digging
test pits, shaft sinking, acquiring, diverting and/or transporting water
necessary for exploration, logging of drill holes and drill core, completion and
evaluation of geological, geophysical, geochemical or other exploration data and
preparation of interpretive reports, and surveying and laboratory costs and
charges (including assays or metallurgical analyses and tests);

(b) All expenses incurred in
conducting development activities on or in connection with the Property, the
active pursuit of required federal, state or local authorization or permits and
the performance of required environmental protection or reclamation obligations,
pre-stripping and stripping, the construction and installation of a mill, leach
pads or other beneficiation facilities for valuable minerals, and other
activities, operations or work performed in preparation for the removal of
valuable minerals from the Property;

(c) All costs incurred by PDUS in
acquiring interests in real property wholly or partially within the current
exterior boundaries of the Claims (the "Area of Interest"), including costs and
expenses incurred by PDUS in conducting negotiations and due diligence,
attorneys' fees, and all moneys paid by PDUS in acquiring and holding such
property interests;

(d) All costs incurred in
performing any reclamation or other restoration or clean-up work required by any
federal, state or local agency or authority, and all costs of insurance obtained
or in force to cover activities undertaken by or on PDUS's behalf on the
Property;

(e) Salaries, wages, expenses and
  benefits of PDUS's employees or consultants engaged in operations directly relating
  to the Property, including salaries and fringe benefits of those who are temporarily
  assigned to and directly employed on work relating to the Property for the periods
  of time such employees are engaged in such activities and reasonable transportation
  expenses for all such employees to and from their regular place of work to the
  Property;

(f) All costs incurred in connection
  with the preparation of pre-feasibility studies or a Feasibility Study and economic
  and technical analyses pertaining

Exh. C-1

---

to the Property, whether carried out by PDUS or by third
parties under contract with PDUS;

(g) Taxes and assessments, other
than income taxes, assessed or levied upon or against the Property or any
improvements thereon situated thereon for which PDUS is responsible or for which
PDUS reimburses MUI;

(h) Costs of material, equipment
and supplies acquired, leased or hired, for use in conducting exploration or
development operations relating to the Property; provided, however, that
equipment owned and supplied by PDUS shall be chargeable at rates no greater
than comparable market rental rates available in the area of the Property;

(i) Costs and expenses of
establishing and maintaining field offices, camps and housing facilities;

(j) Costs incurred by PDUS in
examining and curing title to any part of the Property or any interest in real
property within the Area of Interest (including any title curative activities
that are permitted under the Mining Lease), in maintaining the Property or any
interest in real property within the Area of Interest whether through the
performance of assessment work, the payment of claim maintenance fees or
otherwise (including the Reimbursement Payment), in making or reimbursing MUI
for required payments or performing other required obligations under the Mining
Lease, in satisfying surface use or damage obligations to landowners, or in
conducting any analyses of the environmental conditions at the Property; and

(k) An additional 10% as overhead
on all costs and expenses described in (a) through (j) above (except for (i)
equipment owned and supplied by PDUS, and (ii) expenditures related to mine
development and construction, for which a 3% overhead charge will apply).

Exh. C-2

---

Exhibit D

U.S. TAX MATTERS

A r t i c l e  I Effect of this Exhibit

This Exhibit shall govern the
relationship of the parties with respect to U.S. tax matters and the other
matters addressed herein. Except as otherwise indicated, capitalized terms used
in this Exhibit shall have the meanings given to them in the letter agreement
among Miranda Gold Corp., Miranda U.S.A., Inc. and Placer Dome U.S. Inc. (the
"Agreement") to which this Exhibit is attached. In the event of a conflict
between this Exhibit and the other provisions of the Agreement, the terms of
this Exhibit shall control.

A r t i cl e  I I Tax Matters Partner

2.1 Designation of Tax
Matters Partner.PDUS is hereby designated tax matters partner (hereinafter
"TMP") as defined in Section 6231(a)(7) of the Internal Revenue Code of 1986, as
amended ("the Code"), and shall be responsible for, make elections for, and
prepare and file any federal and state tax returns or other required tax forms.
The TMP and MUI shall use reasonable best efforts to comply with the
responsibilities outlined in this Article II and in Sections 6221 through 6233
of the Code (including any Treasury regulations promulgated thereunder) and in
doing so shall incur no liability to any other party.

2.2 Notice.MUI shall
furnish the TMP with such information (including information specified in
Section 6230(e) of the Code) as the TMP may reasonably request to permit it to
provide the Internal Revenue Service with sufficient information to allow proper
notice to the parties in accordance with Section 6223 of the Code. The TMP shall
keep MUI informed of all administrative and judicial proceedings for the
adjustment at the partnership level of partnership items in accordance with
Section 6223(g) of the Code.

2.3 Inconsistent Treatment of
Partnership Item.If an administrative proceeding contemplated under Section
6223 of the Code has begun, and the TMP so requests, each of PDUS and MUI shall
notify the TMP of its treatment of any partnership item on its federal income
tax return that is inconsistent with the treatment of that item on the
partnership return.

2.4 Extensions of Limitation
Periods.The TMP shall not enter into any extension of the period of
limitations as provided under Section 6229 of the Code without first giving
reasonable advance notice to MUI of such intended action.

2.5 Requests for
Administrative Adjustments.Neither PDUS nor MUI shall file, pursuant to
Section 6227 of the Code, a request for an administrative adjustment of
partnership items for any partnership taxable year without first notifying the
other party. If the other party agrees with the requested adjustment, the TMP
shall file the request for

Exh. D-1

---

administrative adjustment on behalf of the partnership. If
unanimous consent is not obtained within 30 days after notice from the proposing
party, or within the period required to timely file the request for
administrative adjustment, if shorter, either party, including the TMP, may file
that request for administrative adjustment on its own behalf.

2.6 Judicial Proceedings.Any party intending to file a petition under Section 6226, 6228 or other
sections of the Code with respect to any partnership item, or other tax matters
involving the partnership, shall notify the other party of such intention and
the nature of the contemplated proceeding. If the TMP is the party intending to
file such petition, such notice shall be given within a reasonable time to allow
the other party to participate in the choosing of the forum in which such
petition will be filed. If the parties do not agree on the appropriate forum,
then the appropriate forum shall be decided by PDUS. If either party intends to
seek review of any court decision rendered as a result of a proceeding
instituted under the preceding part of this Section 2.6, that party shall notify
the other party of such intended action.

2.7 Settlements.The TMP
shall not bind the other party to a settlement agreement without first obtaining
the written concurrence of that party. Any party who enters into a settlement
agreement with respect to any partnership items, as defined by Section
6231(a)(3) of the Code, shall notify the other party of such settlement
agreement and its terms within 90 days after the date of settlement.

2.8 Fees and Expenses.Either party may engage legal counsel, certified public accountants, or
others in its own behalf and at its sole cost and expense.

2.9 Survival.The
provisions of this Article II shall survive the termination of the partnership
or the termination of either party's interest in the partnership and shall
remain binding on the parties for a period of time necessary to resolve with the
Internal Revenue Service or the Department of the Treasury any and all matters
regarding the federal income taxation of the partnership for the applicable tax
year(s).

A r t i c l e  I I ITax Elections and
Allocations

3.1 Tax Partnership Election.It is understood and agreed that the parties intend to create a partnership
for United States federal and state income tax purposes, and, unless otherwise
agreed to hereafter by the parties, no party shall make an election to be, or
have the arrangement evidenced hereby, excluded from the application of any
provisions of Subchapter K of the Code, or any equivalent state income tax
provision. It is understood and agreed that the parties intend to create a
partnership for federal and state income tax purposes only (a "tax partnership")
and agree that, if necessary, an election to be so treated shall be filed
pursuant to Treasury Regulation Section 301.7701 -3. The TMP shall file with the
appropriate office of the Internal Revenue Service a partnership income tax
return covering operations on the Property. The parties recognize that this
Agreement may be subject to state income tax statutes. The TMP shall file with
the appropriate offices of the state agencies any required partnership state
income tax returns. Not later than March 15th of each calendar year, MUI agrees
to furnish to the TMP any information it may

Exh. D-2

---

have relating to operations on the Property during the previous
calendar year as shall be required for proper preparation of such returns. The
TMP shall furnish to MUI for its review a copy of each proposed income tax
return at least two weeks prior to the date the return is filed.

3.2 Tax Elections.The tax
partnership shall make the following elections for purposes of all partnership
income tax returns:

(a)
To use the accrual method of accounting;

(b)
Pursuant to the provisions at Section 706(b)(1) of the Code, to use as its
taxable year, unless otherwise required by law, a year ending December 31st. In
this respect the parties represent that their taxable years are as follows:

MUI:
    August 31;PDUS:
    December 31;


(c)
To deduct currently all development expenses to the extent possible under
Section 616 of the Code, or, at the election of the TMP, to elect under Section
616(b) of the Code to treat such expenses as deferred expenses;

(d)
Unless the parties unanimously agree otherwise, to compute the allowance for
depreciation in respect of all depreciable assets using the maximum accelerated
tax depreciation table and the shortest life permissible, or, at the election of
the TMP, using the units of production method of depreciation;

(e)
To treat advance royalties as deductions from gross income for the year paid or
accrued to the extent permitted by law;

(f)
To adjust the basis of tax partnership property under Section 754 of the Code at
the request of either party (provided that all costs and consequences of such
election shall be for the account of the party making the request);

(g)
To amortize over the shortest permissible period all organizational expenditures
and business start-up expenses under Sections 195 and 709 of the Code;

Any other election required or
permitted under the Code or any state tax law shall be made as determined by the
TMP.

Each party shall elect (or has
previously elected) under Section 617(a) of the Code to deduct currently all
exploration expenses.

Each party reserves the right to
capitalize its share of development and/or exploration expenses of the tax
partnership in accordance with Section 59(e) of the Code, provided that a
party's election to capitalize all or any portion of such expenses shall not
affect the party's Capital Account.

Exh. D-3

---

3.3 Allocations to Parties.Allocations for Capital Account purposes shall be in accordance with the
following:

(a)
Exploration and development cost deductions shall be allocated between the
parties in accordance with their respective contributions to such costs.

(b)
Depreciation and loss deductions with respect to any depreciable asset shall be
allocated between the parties in accordance with their respective contributions
to the adjusted basis of the asset which gives rise to the depreciation or loss
deduction.

(c)
Production and operating cost deductions, if any, shall be allocated between the
parties in accordance with their respective contributions to such costs.

(d)
Deductions for depletion (to the extent of the amount of such deductions that
would have been determined for Capital Account purposes if only cost depletion
were allowable for federal income tax purposes) shall be allocated to the
parties in accordance with their respective contributions to the adjusted basis
of the depletable property. Any remaining depletion deductions shall be
allocated to the parties so that, to the extent possible, the parties receive
the same total amounts of percentage depletion as they would have received if
percentage depletion were allocated to the parties in proportion to their
respective shares of the gross income used as the basis for calculating the
federal income tax deduction for percentage depletion.

(e)
Subject to Section 3.3(g) below, gross income, if any, on the sale of production
shall be allocated in accordance with the parties' rights to share in the
proceeds of such sale.

(f)
Except as provided in Section 3.3(g) below, gain or loss on the sale of a
depreciable or depletable asset shall be allocated so that, to the extent
possible, the net amount reflected in the parties' Capital Accounts with respect
to such property (taking into account the cost of such property, depreciation,
amortization, depletion or other cost recovery deductions and gain or loss) most
closely reflects the parties' interest in the Property as set forth in the
Agreement (determined without regard to this Exhibit).

(g)
Gains and losses on the sale of all or substantially all the assets of the tax
partnership shall be allocated so that, to the extent possible, the parties'
resulting Capital Account balances are in the same ratio as their interests in
the Property as set forth in the Agreement (determined without regard to this
Exhibit) at the time of such sale.

(h)
All deductions and losses that are not otherwise allocated in this Section 3.3
shall be allocated among the parties in accordance with their respective
contributions to the costs producing each such deduction or to the adjusted
basis of the asset producing each such loss.

(i)
Any recapture of exploration expenses under Section 61 7(b)(1 )(A) of the Code,
and any disallowance of depletion under Section 617(b)(1)(B) of the Code,
shall

Exh. D-4

---

be borne by the parties in the same manner as the related
exploration expenses were allocated to, or claimed by, them.

(j)
"Nonrecourse deductions," as defined by Treasury Regulation Section 1.704
-2(b)(1) shall be allocated between the parties in proportion to their interests
in the Property as set forth in the Agreement (determined without regard to this
Exhibit) except as otherwise required by Treasury Regulation Section 1.704
-2.

(k)
All other items of income and gain, if any, shall be allocated to the parties in
accordance with their interests in the Property as set forth in the Agreement
(determined without regard to this Exhibit).

(I)
If the parties' interests in the tax partnership change during any taxable year
of the tax partnership, the distributive share of items of income, gain, loss
and deduction of each party shall be determined in any manner (1) permitted by
Section 706 of the Code, and (2) agreed on by both parties. If the parties
cannot agree on a method, the method shall be determined by the TMP in
consultation with its tax advisers, with preference given to the interim closing
of the books method except where application of that method would result in
undue administrative expense in relationship to the amount of the items to be
allocated.

3.4 Regulatory Allocations.Notwithstanding the provisions of Section 3.3 to the contrary, the following
special allocations shall be given effect for purposes of maintaining the
parties' Capital Accounts.

(a)
If either party unexpectedly receives any adjustments, allocations, or
distributions described in Treasury Regulation Sections 1.704
-1(b)(2)(ii)(d)(4), 1.704 -1(b)(2)(ii)(d)(5) or 1.704 -1(b)(2)(ii)(d)(6), which
result in a deficit Capital Account balance, items of income and gain shall be
specially allocated to each such party in an amount and manner sufficient to
eliminate, to the extent required by the Treasury Regulations, the Capital
Account deficit of such party as quickly as possible. For the purposes of this
Section 3.4(a), each party's Capital Account balance shall be increased by the
sum of (i) the amount that party is obligated to restore pursuant to any
provision of the Agreement, and (ii) the amount that party is deemed to be
obligated to restore pursuant to the penultimate sentences of Treasury
Regulation Sections 1.704 -2(g)(1) and 1.704 -2(i)(5).

(b)
The "minimum gain chargeback" and "partner minimum gain chargeback" provisions
of Treasury Regulation Sections 1.704 -2(f) and 1.704 -2(i)(4), respectively,
are incorporated herein by reference and shall be given effect. In accordance
with Treasury Regulation Section 1.704 -2(i)(1), deductions attributable to a
"partner nonrecourse liability" shall be allocated to the party that bears the
economic risk of loss for such liability.

(c)
If the allocation of deductions to either party would cause such party to have a
deficit Capital Account balance at the end of any taxable year of the tax
partnership (after all other allocations provided for in this Article III have
been made and after giving

Exh. D-5

---

effect to the adjustments described in subparagraph (a) of
Section 3.4), such deductions shall instead be allocated to the other party.

3.5 Curative Allocations.The allocations set forth in Section 3.4 (the "Regulatory Allocations") are
intended to comply with certain requirements of the Treasury Regulations. It is
the intent of the parties that, to the extent possible, all Regulatory
Allocations shall be offset either with other Regulatory Allocations or with
special allocations of other items of income, gain, loss or deduction pursuant
to this Section 3.5. Therefore, notwithstanding any other provisions of this
Article III (other than the Regulatory Allocations), the TMP shall make such
offsetting special allocations of income, gain, loss or deduction in whatever
manner it determines appropriate so that, after such offsetting allocations are
made, each party's Capital Account balance is, to the extent possible, equal to
the Capital Account balance such party would have had if the Regulatory
Allocations were not part of this Agreement and all items were allocated
pursuant to Section 3.3 without regard to Section 3.4.

3.6 Tax Allocations.Except as otherwise provided in this Section 3.6, items of taxable income,
credit, deduction, gain and loss shall be allocated in the same manner as the
corresponding item is allocated for book purposes under Sections 3.3, 3.4 and
3.5 of the corresponding item determined for Capital Account purposes.

(a)
Recapture of tax deductions arising out of a disposition of property shall, to
the extent consistent with the allocations for tax purposes of the gain or
amount realized giving rise to such recapture, be allocated to the parties in
the same proportions as the recaptured deductions were originally allocated or
claimed.

(b)
To the extent required by Section 704(c) of the Code, income, gain, loss, and
deduction with respect to property contributed to the tax partnership by a party
shall be shared among both parties so as to take account of the variation
between the basis of the property to the tax partnership and its fair market
value at the time of contribution. The parties intend that Section 704(c) shall
effect no allocations of tax items that are different from the allocations under
Sections 3.3, 3.4 and 3.5 of the corresponding items for Capital Account
purposes; provided that gain or loss on the sale of property contributed to the
tax partnership shall be allocated to the contributing party to the extent of
built-in gain or loss, respectively, as determined under Treasury Regulation
Section 1.704 -3(a). However, to the extent that allocations of tax items other
than built-in gain and built-in loss are required pursuant to Section 704(c) of
the Code to be made other than in accordance with the allocations under Sections
3.3, 3.4 and 3.5 of the corresponding items for Capital Account purposes,
Section 704(c) shall be applied in accordance with the available allocation
method that most closely approximates the intended allocation of tax items under
this tax partnership agreement.

(c)
The parties understand the allocations of tax items set forth in this Section
3.6, and agree to report consistently with such allocations for federal and
state tax purposes.

Exh. D-6

---

A r t i c l e  I V Capital Accounts; Liquidation

4.1 Capital Accounts.

(a)
A separate capital account shall be established and maintained by the TMP for
each party (a "Capital Account"). Such Capital Account shall be increased by (i)
the amount of money contributed by the party to the tax partnership, (ii) the
fair market value of property contributed by the party to the tax partnership
(net of liabilities securing such contributed property that the tax partnership
is considered to assume or take subject to under Code Section 752) and (iii)
allocations to the party under Sections 3.3, 3.4 and 3.5 of expenditures of the
tax partnership income and gain (or items thereof), including income and gain
exempt from tax; and shall be decreased by (iv) the amount of money distributed
to the party by the tax partnership, (v) the fair market value of property
distributed to the party by the tax partnership (net of liabilities securing
such distributed property and that the party is considered to assume or take
subject to under Code Section 752), (vi) allocations to the party under Sections
3.3, 3.4 and 3.5 of expenditures of the tax partnership not deductible in
computing its taxable income and not properly chargeable to a Capital Account,
and (vii) allocations of tax partnership loss and deduction (or items thereof),
excluding items described in (vi) above and percentage depletion to the extent
it exceeds the adjusted tax basis of the depletable property to which it is
attributable. The parties agree that the net fair market value of the Property
contributed to the tax partnership by MUI is U.S. $1,333,333.

(b)
In the event that the Capital Accounts of the parties are computed with
reference to the book value (as reasonably determined by the TMP) of any asset
which differs from the adjusted tax basis of such asset, then the Capital
Accounts shall be adjusted for depreciation, depletion, amortization and gain or
loss as computed for book purposes with respect to such asset in accordance with
Treasury Regulation Section 1.704 -1(b)(2)(iv)(g).

(c)
In the event any interest in the tax partnership (including any Participating
Interest if the parties enter into the Joint Venture Agreement) is transferred
in accordance with the terms of the Agreement, the transferee shall succeed to
the Capital Account of the transferor to the extent it relates to the
transferred interest, except as provided in Treasury Regulation Section 1.704
-1(b)(2)(iv)(1).

(d)
In the event property, other than money, is distributed to a party, the Capital
Accounts of the parties shall be adjusted to reflect the manner in which the
unrealized income, gain, loss and deduction in herein in such property (that has
not been reflected in the Capital Accounts previously) would be allocated among
the parties if there was a taxable disposition of such property for the fair
market value of such property (taking Section 7701(g) of the Code into account)
on the date of distribution. For this purpose the fair market value of the
property shall be determined as set forth in Section 4.2(a) below.

(e)
For purposes of maintaining the Capital Accounts, the tax partnership's
deductions with respect to contributed property in each year for (i)
depletion,

Exh. D-7

---

(ii) deferred development expenditures under Code Section
616(b) attributable to pre-contribution expenditures, (iii) amortization under
Code Section 291(b) attributable to pre-contribution expenditures, and (iv)
amortization under Code Section 59(e) attributable to pre-contribution
expenditures shall be the amount of the corresponding item determined for tax
purposes pursuant to Section 3.6(c) multiplied by the ratio of (A) the book
value (as reasonably determined by the TMP) at which the contributed property is
recorded in the Capital Accounts to (B) the adjusted tax basis of the
contributed property (including basis resulting from capitalization of
pre-contribution development expenditures under Code Sections 616(b), 291(b),
and 59(e)).

(f)
The foregoing provisions, and the other provisions of the Agreement relating to
the maintenance of Capital Accounts and the allocations of income, gain, loss,
deduction and credit, are intended to comply with Treasury Regulation Section
1.704 -1(b), and shall be interpreted and applied in a manner consistent with
such Regulation. In the event the TMP shall determine that it is prudent to
modify the manner in which the Capital Accounts, or any debits or credits
thereto, are computed in order to comply with such Regulation, the TMP may make
such modification, provided that it is not likely to have a material effect on
the amount distributable to any party upon liquidation of the tax partnership
pursuant to Section 4.2 below.

(g)
If the parties so agree, upon the occurrence of an event described in Treasury
Regulation Section 1.704 -1(b)(2)(iv)(f)(5), the Capital Accounts shall be
restated in accordance with Treasury Regulation Section 1.704 -1(b)(2)(iv)(f) to
reflect the manner in which unrealized income, gain, loss or deduction in herein
the assets of the tax partnership (that has not been reflected in the Capital
Accounts previously) would be allocated among the parties if there were a
taxable disposition of such assets for their fair market values, as determined
in accordance with Section 4.2(a) . For purposes of Section 3.3, a party shall
be treated as contributing the portion of the book value of any property that is
credited to the party's Capital Account pursuant to the preceding sentence.
Following a revaluation pursuant to this subparagraph (g) of Section 4.1, the
parties' shares of depreciation, depletion, amortization and gain or loss, as
computed for tax purposes, with respect to property that has been revalued
pursuant to this subparagraph (g) of Section 4.1 shall be determined in
accordance with the principles of Code Section 704(c) as applied pursuant to the
final sentence of Section 3.6(b) .

4.2 Liquidation.In the
event the partnership is "liquidated" within the meaning of Treasury Regulation
Section 1.704 -1(b)(2)(ii)(g) then, notwithstanding any other provision of the
Agreement to the contrary, the following steps shall be taken:

(a)
The Capital Accounts of the parties shall be adjusted to reflect any gain or
loss which would be realized by the tax partnership and allocated to the parties
pursuant to the provisions of Article III of this Exhibit D if the assets had
been sold at their fair market value at the time of liquidation. The fair market
value of the assets shall be determined by the parties; provided, however, that
in the event that the parties fail to agree on the fair market value of any
asset, its fair market value shall be determined by a nationally recognized
independent engineering firm or other qualified independent party approved by
both parties.

Exh. D-8

---

(b)
After making the foregoing adjustments and/or contributions, all remaining
assets shall be distributed to the parties in accordance with the balances in
their Capital Accounts (after taking into account all allocations of Article
III, including without limitation subparagraph (h) of Section 3.3) . Unless
otherwise expressly agreed by both parties, each party shall receive an
undivided interest in each and every asset determined by the ratio of the amount
in each party's Capital Account to the total of both of the parties' Capital
Accounts. Assets distributed to the parties shall be deemed to have a fair
market value equal to the value assigned to them pursuant to Section 4.2(a)
above.

(c)
All distributions to the parties in respect of their Capital Accounts shall be
made in accordance with the time requirements of Treasury Regulation Sections
1.704 -1(b)(2)(ii)(b)(2) and (3).

4.3 Deemed Terminations.Notwithstanding the provisions of Section 4.2, if the "liquidation" of the
tax partnership results from a deemed termination under Section 708(b)(1)(B) of
the Code, then (i) subparagraphs (a) and (b) of Section 4.2 shall not apply,
(ii) the tax partnership shall be deemed to have contributed its assets to a new
tax partnership and then to have distributed interests in the new tax
partnership to the parties, (iii) the parties shall be deemed to have received
interests in the new tax partnership equivalent to the interests held by them in
the tax partnership deemed terminated, and (iv) the new tax partnership shall
continue pursuant to the terms of the Agreement and this Exhibit.

4.4 Continuation.The
parties agree that their tax partnership will survive the termination of the
Agreement and continue until terminated pursuant to the provisions of Section
4.2 or 4.3, unless PDUS exercises its Acquisition Right and the parties enter
into the Joint Venture Agreement, in which case the provisions of Exhibit C to
the Joint Venture Agreement shall apply.

4.5 Assignment.The
provisions of this Exhibit D shall be binding upon and inure to the benefit of
the Parties and their respective successors and assigns. The provisions of this
Exhibit D shall be deemed to be a covenant running with the land and shall be
binding upon any third party who acquires any interest in the Agreement or the
Property.

Exh. D-9

---

Exhibit E

S H O R T   F O R M   O F   E X
P L O R A T I O N   A N D DEVELOPMENT AGREEMENT

THIS SHORT FORM OF EXPLORATION
AND DEVELOPMENT AGREEMENT (the "Short Form") is made and entered into effective
as of October 27, 2004 by and among MIRANDA GOLD CORP., a British Columbia
corporation, whose address is Suite 306 -1140 Homer Street, Vancouver, British
Columbia, Canada V6B 2X6, ("Miranda"), MIRANDA U.S.A., INC., a Nevada
corporation, whose address is 5900 Philoree Lane, Reno, Nevada 89511 ("MUI"),
and Placer Dome U.S. Inc., a California corporation, whose address for purposes
hereof is 1125 17th Street, Suite 2310, Denver, Colorado U.S.A. 80202
("PDUS").

RECITALS

A. MUI is the lessee under that
certain Mining Lease between Nevada North Resources (U.S.A.), Inc. and MUI dated
as of May 27, 2004 (the "Mining Lease"), covering certain unpatented mining
claims in Eureka County, Nevada, as more particularly described in Exhibit A
attached hereto and incorporated by reference (the "Claims"). An Amended and
Restated Memorandum of the Mining Lease is of record in Eureka County in Book at
Page , File No. . MUI's interest in the Claims, together with all water and
water rights, easements and rights-of-way, and other appurtenances attached
thereto or associated therewith, are collectively referred to hereinafter as the
"Property."

B. Miranda, MUI and PDUS entered
into a letter agreement dated effective October 27, 2004 (the "Agreement"),
wherein MUI granted to PDUS the right to explore and develop the Property and,
if PDUS so desires, the right for PDUS to earn a 60% leasehold interest in the
Property and to enter into a joint venture agreement covering the Property.

C. Miranda, MUI and PDUS desire
to enter into this Short Form of Agreement for purposes of placing of record a
notice of the Agreement.

AGREEMENT

NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1. Grant of Exploration,
Development and Related Rights.MUI has granted and hereby grants to PDUS,
for the term of the Agreement, the exclusive right to enter upon and use all or
any part of the Property during the Earn-In Period (as defined in the Agreement)
for the purposes of determining ore reserves and mineralization, and for
purposes of development of valuable minerals from the Property, including the
right to enter upon the Property for purposes of surveying, exploring, testing,
sampling, trenching, bulk sampling, prospecting and drilling for valuable
minerals, and to use and construct buildings, roads, power and communication
lines, and to use so much of the surface of the Property in such manner as is
necessary to the enjoyment of any of the rights or privileges

Exh. E-1

---

of PDUS hereunder or otherwise reasonably necessary to effect
the purposes of the Agreement.

2. Grant of Right to Acquire
an Interest in the Property.MUI has granted and hereby grants to PDUS,
during the Earn-In Period, the exclusive right to acquire an undivided 60%
leasehold interest in the Property upon the completion of certain obligations
set forth in the Agreement.

3. Grant of Right to Enter
into Joint Venture Agreement.In addition to the rights granted in the
Agreement as described in paragraph 2 above, MUI and PDUS have agreed and do
hereby agree that, subject to the terms and conditions set forth in the
Agreement, upon PDUS's acquisition of an undivided 60% leasehold interest in the
Property they will enter into a Joint Venture Agreement (as described in the
Agreement) governing operations at the Property.

4. Term. Unless sooner terminated
  as provided in the Agreement, the term of the Agreement (the "Earn-In Period")
  shall run until such time as PDUS timely incurs required minimum amounts of
  Work Expenditures (as defined in the Agreement) and the parties execute the
  Joint Venture Agreement, or until sooner terminated as set forth in the Agreement,
  but in any event not later than October 27, 2014.

5. Title to After-Acquired and
Additional Interests.The Agreement applies and extends to any further or
additional right, title, interest or estate heretofore or hereafter acquired by
MUI or PDUS during the Earn-In Period in or to (i) the Property or any part
thereof, or (ii) any lands or mineral interests (other than royalty interests)
wholly or partially within the exterior boundaries of the Claims.

6. Successors and Assigns.Subject to the provisions of paragraph 7 below, all of the terms, provisions
and conditions of the Agreement and this Short Form are, and shall be, binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

7. Assignability.None of
the parties shall have the right to assign its interest in the Agreement, other
than (i) to an affiliate or a subsidiary, (ii) in connection with a pledge of
assets for financing purposes, or (iii) in connection with a corporate merger or
reorganization or a sale of all or substantially all of either party's assets,
without the prior written consent of the non-assigning parties, which consent
shall not be unreasonably withheld. Any third party to whom any interest in the
Agreement or the Property is assigned or conveyed shall agree in writing to be
bound by all of the terms and conditions contained in the Agreement, including
without limitation the tax partnership applicable thereto.

8. Additional Terms.The
Agreement contains additional clauses and various other provisions, and
reference is made to the Agreement for such other terms and conditions as govern
the Agreement, which terms and conditions are by reference made a part hereof.
Nothing in this Short Form shall limit or affect the rights and duties of
the

Exh. E-2

---

parties under the Agreement. Requests for information regarding
the Agreement should be made to the parties at the addresses set forth
above.

9. Counterparts.This
Short Form may be extended in multiple counterparts, and all such counterparts
taken together shall be deemed to constitute a single document.

IN WITNESS WHEREOF, the parties
have executed this Short Form of Agreement effective as of October 27, 2004.

| | MIRANDA GOLD CORP.,                  
| | -------------------------------------
| | a British Columbia corporation       
| |                                      
| | By: ______________________________   
| | Name: ______________________________ 
| | Its: ______________________________  
| |                                      
| |                                      
| | MIRANDA U.S.A., INC., a              
| | Nevada corporation                   
| |                                      
| | By: ______________________________   
| | Name: ______________________________ 
| | Its: ______________________________  
| |                                      
| |                                      
| | PLACER DOME U.S. INC.,               
| | a California corporation             
| |                                      
| | By: ______________________________   
| | Name: ______________________________ 
| | Its:
  ______________________________

Exh. E-3

---

|STATE OF _______________ | )    
|------------------------ | -----
|                         | ) ss.
|COUNTY OF _____________  | )    

The foregoing instrument was acknowledged
  before me this _____day of October, 2004, by______________________, as______________________of
  Miranda Gold Corp., a British Columbia corporation.

Witness my hand and official seal.

|My commission expires: _______ | ___________________________________
|------------------------------ | -----------------------------------
|                               | Notary Public                      

|STATE OF _______________ | )    
|------------------------ | -----
|                         | ) ss.
|COUNTY OF _____________  | )    

The foregoing instrument was acknowledged
  before me this _______day of October, 2004, by______________________, as______________________of
  Miranda U.S.A., Inc., a Nevada corporation.

Witness my hand and official seal.

|My commission expires: _______ | ___________________________________
|------------------------------ | -----------------------------------
|                               | Notary Public                      

|STATE OF _______________ | )    
|------------------------ | -----
|                         | ) ss.
|COUNTY OF _____________  | )    

The foregoing instrument was acknowledged
  before me this ______ day of October, 2004, by______________, of Placer as ________________________________Dome
  U.S. Inc., a California corporation.

Witness my hand and official seal.

|My commission expires: _______ | ___________________________________
|------------------------------ | -----------------------------------
|                               | Notary Public                      

---

E x h i b i t  A

The Red Hill Project

The following unpatented mining
claims located in Sections 4, 5, 6, 8, 9 and 17, Township 25 North, Range 50
East, Eureka County, Nevada, covered by that Mining Lease between Nevada North
Resources (U.S.A.), Inc. and Miranda U.S.A., Inc. dated as of May 27, 2004:

RED HILL PROPERTY CLAIM LISTClaim Name
    BLM-NMC
    Loc. Date
    County
    Book
    PageRH# 17
    831379
    19-Jun-02
    Eureka
    350
    1RH# 18
    831380
    19-Jun-02
    Eureka
    350
    2RH# 19
    831381
    19-Jun-02
    Eureka
    350
    3RH # 20
    831382
    19-Jun-02
    Eureka
    350
    4RH # 21
    831383
    19-Jun-02
    Eureka
    350
    5RH # 22
    831384
    19-Jun-02
    Eureka
    350
    6RH # 23
    831385
    19-Jun-02
    Eureka
    350
    7RH # 24
    831386
    19-Jun-02
    Eureka
    350
    8RH # 25
    831387
    19-Jun-02
    Eureka
    350
    9RH # 26
    831388
    19-Jun-02
    Eureka
    350
    10RH # 27
    831389
    19-Jun-02
    Eureka
    350
    11RH # 28
    831390
    19-Jun-02
    Eureka
    350
    12RH # 29
    831391
    19-Jun-02
    Eureka
    350
    13RH # 30
    831392
    19-Jun-02
    Eureka
    350
    14RH # 31
    831393
    19-Jun-02
    Eureka
    350
    15RH # 32
    831394
    19-Jun-02
    Eureka
    350
    16RH # 33
    831395
    19-Jun-02
    Eureka
    350
    17RH # 34
    831396
    19-Jun-02
    Eureka
    350
    18RH # 35
    831397
    19-Jun-02
    Eureka
    350
    19RH # 36
    831398
    19-Jun-02
    Eureka
    350
    20RH # 37
    831399
    19-Jun-02
    Eureka
    350
    21RH # 38
    831400
    19-Jun-02
    Eureka
    350
    22RH # 39
    831401
    19-Jun-02
    Eureka
    350
    23


Exh. A-1

---

R E D   H I L L   P R O P E
      R T Y   C L A I M   L I S TClaim Name
    BLM-NMC
    Loc. Date
    County
    Book
    PageRH # 40
    831402
    19-Jun-02
    Eureka
    350
    25RH # 41
    831403
    19-Jun-02
    Eureka
    350
    26RH # 42
    831404
    19-Jun-02
    Eureka
    350
    27RH # 43
    831405
    19-Jun-02
    Eureka
    350
    28RH # 44
    831406
    19-Jun-02
    Eureka
    350
    29RH # 45
    831407
    19-Jun-02
    Eureka
    350
    30RH # 46
    831408
    19-Jun-02
    Eureka
    350
    31RH # 71
    831409
    19-Jun-02
    Eureka
    350
    32RH # 72
    831410
    19-Jun-02
    Eureka
    350
    33RH # 73
    831411
    19-Jun-02
    Eureka
    350
    34RH # 74
    831412
    19-Jun-02
    Eureka
    350
    35RH # 75
    831413
    19-Jun-02
    Eureka
    350
    36RH # 76
    831414
    19-Jun-02
    Eureka
    350
    37RH # 77
    831415
    19-Jun-02
    Eureka
    350
    38RH # 78
    831416
    19-Jun-02
    Eureka
    350
    39RH # 79
    831417
    19-Jun-02
    Eureka
    350
    40RH # 80
    831418
    19-Jun-02
    Eureka
    350
    41RH # 102
    831419
    19-Jun-02
    Eureka
    350
    42RH # 104
    831420
    19-Jun-02
    Eureka
    350
    43RH # 106
    831421
    19-Jun-02
    Eureka
    350
    44RH # 108
    831422
    19-Jun-02
    Eureka
    350
    45RH # 110
    831423
    19-Jun-02
    Eureka
    350
    46RH # 112
    831424
    19-Jun-02
    Eureka
    350
    47RH # 114
    831425
    19-Jun-02
    Eureka
    350
    48RH # 116
    831426
    19-Jun-02
    Eureka
    350
    49RH # 118
    831427
    19-Jun-02
    Eureka
    350
    50RH # 120
    831428
    19-Jun-02
    Eureka
    350
    51RH # 122
    831429
    19-Jun-02
    Eureka
    350
    52RH # 124
    831430
    19-Jun-02
    Eureka
    350
    53RP # 27
    831504
    19-Jun-02
    Eureka
    350
    54RP # 36
    831505
    19-Jun-02
    Eureka
    350
    55RP # 37
    831506
    19-Jun-02
    Eureka
    350
    56


Exh. A-2

---

RED HILL PROPERTY CLAIM LISTClaim Name
    BLM-NMC
    Loc. Date
    County
    Book
    PageRP # 38
    831507
    19-Jun-02
    Eureka
    350
    57RP # 39
    831508
    19-Jun-02
    Eureka
    350
    58RP# 40
    831509
    19-Jun-02
    Eureka
    350
    59RP # 41
    831510
    19-Jun-02
    Eureka
    350
    60RP # 42
    831511
    19-Jun-02
    Eureka
    350
    61RP # 51
    831512
    19-Jun-02
    Eureka
    350
    62RP # 52
    831513
    19-Jun-02
    Eureka
    350
    63RP # 53
    831514
    19-Jun-02
    Eureka
    350
    64RP # 54
    831515
    19-Jun-02
    Eureka
    350
    65RP # 69
    831516
    19-Jun-02
    Eureka
    350
    66RP# 70
    831517
    19-Jun-02
    Eureka
    350
    67RP# 71
    831518
    19-Jun-02
    Eureka
    350
    68RP # 86
    831519
    19-Jun-02
    Eureka
    350
    69RP # 87
    831520
    19-Jun-02
    Eureka
    350
    70RP # 88
    831521
    19-Jun-02
    Eureka
    350
    71RP#216
    831522
    20-Jun-02
    Eureka
    350
    72RP # 224
    831523
    20-Jun-02
    Eureka
    350
    73RP # 226
    831524
    20-Jun-02
    Eureka
    350
    74RP # 240
    831525
    20-Jun-02
    Eureka
    350
    75RP # 242
    831526
    20-Jun-02
    Eureka
    350
    76RP # 244
    831527
    20-Jun-02
    Eureka
    350
    77RP # 248
    831528
    20-Jun-02
    Eureka
    350
    78RP # 250
    831529
    20-Jun-02
    Eureka
    350
    79RP # 43
    847956
    12-Mar-03
    Eureka
    361
    276


---

Exhibit F

"Feasibility Study"shall
mean a report, prepared either internally by PDUS or by an independent third
party, to ascertain whether valuable minerals from the Property can profitably
be extracted, treated and sold in circumstances that would provide reasonable
long term returns, and shall include, without limiting the generality of the
foregoing, (a) reasonable assessments of the size and quality of the minable
reserves of minerals; (b) reasonable assessments of the amenability of the
minerals to metallurgical treatment; (c) a mine plan and reasonable descriptions
of the work, equipment and supplies required to bring the prospective ore body
or deposit of minerals into production, including beneficiation, environmental
baseline, health and permitting requirements, and the estimated costs thereof;
(d) a marketing plan for marketing products, and the assumed terms of sale and
prices to be received; (e) conclusions and recommendations regarding the
economic feasibility and timing for bringing the prospective ore body or deposit
of minerals into commercial production, taking into account items (a) through
(d) above; and (f) such other information in such form and level of detail as
may be appropriate and necessary to allow a bank or other lending institution
familiar with the mining industry to make a decision as to whether to loan funds
for such operations

Exh. F-1

---

Exhibit G

If either Party's interest in the
Property is converted to an interest in Net Returns, it will be entitled to
receive as a nonparticipating, non-executive production royalty (the "Production
Royalty"), the applicable percentage of Net Returns from the sale of any
valuable minerals extracted, produced and sold from the Claims. The Parties
agree that in no event shall the percentage of Net Returns payable to MUI or
PDUS plus the percentage of Net Returns (or net smelter returns) payable to any
third party under the Existing Royalties or any other agreement exceed the
equivalent of 5% of Net Returns, and that if the combined royalty burden on any
portion of the Property exceeds the equivalent of 5% of Net Returns, the
percentage of Net Returns payable to MUI or PDUS shall be reduced
accordingly.

1. The Production Royalty.

(a) As used herein, "Payor"means the Party obligated to pay the Production Royalty (and its successors
and assigns), and "Payee"means the Party entitled to receive the
Production Royalty (and its successors and assigns).

(b) As used herein, "Net
Returns"means the Gross Returns from any and all ores, metals, minerals and
materials of every kind and character found in, on or under the Claims
("Valuable Minerals"), extracted, produced and sold or deemed to have been sold
from the Claims, less all Allowable Deductions.

(c) As used herein, "Gross
Returns"has the following meanings for the following categories of Valuable
Minerals:

(i) If
Payor causes refined gold that meets or exceeds the generally accepted
commercial standards for refined gold to be produced by an independent
third-party refinery from ores mined from the Claims, for purposes of
determining the Production Royalty, the refined gold shall be deemed to have
been sold in the calendar month in which it was produced at the Monthly Average
Gold Price for that month. The Gross Returns from such deemed sales shall be
determined by multiplying Gold Production during the month by the Monthly
Average Gold Price. As used herein, "Gold Production"means the quantity
of refined gold that is outturned to Payor's account by the refinery during the
calendar month on either a provisional or final settlement basis. If outturn of
refined gold is made by the refinery on a provisional basis, the Gross Returns
shall be based upon the amount of such provisional settlement, but shall be
adjusted in subsequent statements to account for the amount of refined metal
established by final settlement by the refinery. As used herein, "Monthly
Average Gold Price"means the average London Bullion Market Association P.M.
Gold Fix, calculated by dividing the sum of all such prices reported for the
month by the number of days for which such prices were reported. If the London
Bullion Market Association P.M. Gold Fix ceases to be published, the Monthly
Average Gold Price shall be determined by reference to prices for refined gold
for immediate delivery in the most nearly

Exh. G-1

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comparable established market selected
by Payor as such prices are published in "Metals Week" or a similar
publication.

(ii) If
Payor causes refined silver that meets or exceeds the generally accepted
commercial standards for refined silver to be produced by an independent
third-party refinery from ore mined from the Claims, for purposes of determining
the Production Royalty, the refined silver shall be deemed to have been sold in
the calendar month in which it was produced at the Monthly Average Silver Price
for that month. The Gross Returns from such deemed sales shall be determined by
multiplying Silver Production during the calendar month by the Monthly Average
Silver Price. As used herein, "Silver Production"shall mean the quantity
of refined silver that is outturned to Payor's account by the refinery during
the calendar month on either a provisional or final settlement basis. If outturn
of refined silver is made by the refinery on a provisional basis, the Gross
Returns shall be based upon the amount of such provisional settlement, but shall
be adjusted in subsequent statements to account for the amount of refined metal
established by final settlement by the refinery. As used herein, "Monthly
Average Silver Price"shall mean the average New York Silver Price as
published daily by Handy & Harman, calculated by dividing the sum of all
such prices reported for the calendar month by the number of days for which such
prices were reported. If the Handy & Harman quotation ceases to be
published, the Monthly Average Silver Price shall be determined by reference to
prices for refined silver for immediate delivery in the most nearly comparable
established market selected by Payor as published in "Metals Week" or a similar
publication.

(iii) If
Payor sells refined metals (other than refined gold and refined silver), dor6 or
concentrates produced from Valuable Minerals from the Claims, the Gross Returns
for such refined metals shall be the proceeds actually received by Payor from
their sale. If such sales are to an affiliated party, the refined metals, dare,
or concentrates shall be deemed, solely for the purpose of computing Gross
Returns, to have been sold at prices and on terms no less favorable to Payor
than those which would have been received under similar circumstances from an
unaffiliated third party.

(d) As used herein, "Allowable
Deductions"means the following costs, charges, and expenses incurred or
accrued by Payor:

(i) If
Payor sells or is deemed to have sold refined gold or refined silver:

(A) all
costs, charges and expenses for smelting and refining dorè or concentrates to
produce the refined gold or refined silver (including handling, processing, and
provisional settlement fees, sampling, assaying and representation costs,
penalties, and other processor deductions);

(B) all
costs, charges, and expenses for weighing, sampling, determining moisture
content and packaging Valuable Minerals and for

Exh. G-2

---

loading and transportation of the dolt
or concentrates from the Claims to the refinery or smelter and then to the place
of sale (including freight, insurance, security, transaction taxes, handling,
port, demurrage, delay, and forwarding expenses incurred by reason of or in the
course of such transportation); and

(C) an
allowance for reasonable sales and brokerage costs.

(ii) If
Payor sells refined metals (other than refined gold or refined silver), dor&
concentrate or ores:

(A) all
costs, charges, and expenses for (I) beneficiation, processing or treatment of
such materials at any plant or facility and (II) smelting or refining to produce
a refined metal (including handling, processing, and provisional settlement
fees, sampling, assaying and representation costs, penalties, and other
processor deductions);

(B) all
costs, charges, and expenses for weighing, sampling, determining moisture
content and packaging Valuable Minerals and for loading and transportation of
ores, minerals, dolt, concentrates or other products from the Claims (I) to the
place of sale, or (II) if such ores or other materials are beneficiated,
processed, treated, smelted or refined at any plant or facility more than five
(5) miles from the exterior boundary of the Claims, to such plant of facility
and then to the place of sale (including freight, insurance, security,
transaction taxes, handling, port, demurrage, delay, and forwarding expenses
incurred by reason of or in the course of such transportation); and

(C)
actual sales and brokerage costs.

(iii) All
royalties payable to any governmental agency and all sales, use, severance,
Nevada net proceeds of mines and ad valorem taxes and any other tax or
governmental levy or fee on or measured by mineral production from the Claims
(other than taxes based on income).

(e) Payor
shall have the right to market and sell or refrain from selling refined gold,
refined silver and other mineral products from the Claims in any manner it may
elect, including the right to engage in forward sales, future trading or
commodity options trading, and other price hedging, price protection, and
speculative arrangements ("Trading Activities")which may involve the
possible delivery of gold, silver or other mineral products from the Claims.
With respect to Production Royalty payable on refined gold and refined silver
and any other Valuable Minerals, Payee shall not be entitled to participate in
the proceeds or be obligated to share in any losses generated by Payor's actual
marketing or sales practices or by its Trading Activities and no such profits or
losses shall be included in Gross Returns.

2.
Manner of Payment.Production Royalty payments shall be paid by Payor to
Payee (or notice of a credit against Production Royalties as provided above
shall be given to Payee) on or before thirty (30) days following the

Exh. G-3

---

calendar quarter during which Payor
shall have received payment for Valuable Minerals sold by Payor. Production
Royalties shall accrue to Payee's account upon final payment or upon being
credited to the account of Payor by the smelter, refinery or other ore buyer to
Payor for the Valuable Minerals sold and for which the Production Royalty is
payable. All Production Royalty payments shall be made at Payor's election by
Payor's check or by wire transfer. All Production Royalty payments shall be
accompanied by a statement and settlement sheet showing the quantities and
grades of Valuable Minerals mined and sold from the Claims, the proceeds of
sales, cost, assays and analyses, and other pertinent information in reasonably
sufficient detail to explain the calculation of the Production Royalty
payment.

3.
Payments; Where Made.All payments hereunder shall be sent by certified
U.S. mail to Payee at its address as set forth above, or by wire transfer to an
account designated by and in accordance with written instructions from Payee.
The date of placing such payment in the United States mail by Payor, or the date
the wire transfer process is initiated, shall be the date of such payment.
Payments by Payor in accordance herewith shall fully discharge Payor's
obligation with respect to such payment, and Payor shall have no duty to
otherwise apportion or allocate any payment due to Payee or its successors or
assigns.

4.
Audits; Obiections to Payments.Payee, at its sole election and expense,
shall have the right to perform, not more frequently than once annually
following the close of each calendar year, an audit of Payor's accounts relating
to payment of the Production Royalty hereunder by any authorized representative
of Payee. Any such inspection shall be for a reasonable length of time during
regular business hours, at a mutually convenient time, upon at least five (5)
business days prior written notice by Payee. All royalty payments made in any
calendar year shall be considered final and in full accord and satisfaction of
all obligations of Payor with respect thereto, unless Payee gives written notice
describing and setting forth a specific objection to the calculation thereof
within six (6) months following the close of the annual audit for that calendar
year. Payor shall account for any agreed upon deficit or excess in Production
Royalty payments made to Payee by adjusting the next quarterly statement and
payment following completion of such audit to account for such excess.

5.
Conduct of Operations.Payor shall have the sole and exclusive control of
all operations on or for the benefit of the Claims, and of any and all
equipment, supplies, machinery, and other assets purchased or otherwise acquired
or under its control in connection with such operations. Payor may carry out
such operations on the Claims as it may, in its sole discretion, determine to be
warranted, so long as such operations are conducted in accordance with
procedures acceptable in the mining and metallurgical industry. The timing,
nature, manner and extent of any exploration, development, mining or processing
operations carried out or in connection with the Claims shall be within the sole
discretion of Payor, and there shall be no implied covenant whatsoever to begin
or continue any such operations. If Payor at any time, and from time to time
after

Exh. G-4

---

commencing operations, desires to shut
down, suspend or cease operations for any reason, it shall have the right to do
so. Payor may use and employ such methods of mining as it may desire or find
most profitable. Payor shall not be required to mine, preserve, or protect in
its mining operations any ores, leachates, precipitates, concentrates or other
products containing Valuable Minerals which cannot be mined or shipped at a
reasonable profit to Payor. Any decision as to the time, manner and form, if
any, in which ores or other products containing Valuable Minerals are to be sold
shall be made by Payor in its sole discretion.

6. Ore
Processing.All determinations with respect to: (a) whether ore from the
Claims will be beneficiated, processed or milled by Payor or sold in a raw
state; (b) the methods of beneficiating, processing or milling any such ore; (c)
the constituents to be recovered therefrom, and (d) the purchasers to whom any
ore, minerals or mineral substances derived from the Claims may be sold, shall
be made by Payor in its sole and absolute discretion.

7. Ore
Samples.The mineral content of all ore mined and removed from the Claims
(but excluding ore leached in place) and the quantities of constituents
recovered by Payor shall be determined by Payor, or with respect to such ore
which is sold, by the mill or smelter to which the ore is sold, in accordance
with standard sampling and analysis procedures, and shall be weighted average
based on the total amount of ore from the Claims crushed and sampled, or the
constituents recovered, during an entire calendar quarter. Upon reasonable
advance written notice to Payor, Payee shall have the right to have
representatives present at the time samples are taken for the purpose of
confirming that the sampling and analysis procedure is standard and acceptable
according to accepted industry practices.

8.
Commingling of Ores.Payor shall have the right to mix or commingle, either
underground, at the surface, or at processing plants or other treatment
facilities, any material containing Valuable Minerals mined or extracted from
the Claims with ores or material derived from other lands or properties owned,
leased or controlled by Payor; provided, however, that before commingling, Payor
shall calculate from representative samples the average grade of the ore from
the Claims and shall either weigh or volumetrically calculate the number of tons
of ore from the Claims to be commingled. As products are produced from the
commingled ores, Payor shall calculate from representative samples the average
percentage recovery of products produced from the commingled ores during each
month. In obtaining representative samples, calculating the average grade of
commingled ores and average percentage of recovery, Payor may use any procedures
acceptable in the mining and metallurgical industry which Payor believes to be
accurate and cost-effective for the type of mining and processing activity being
conducted, and Payor's choice of such procedures shall be final and binding upon
Payee. In addition, comparable procedures may be used by Payor to apportion
among the commingled ores any penalty charges imposed by the smelter or refiner
on commingled ores or concentrates. The records relating to commingled ores
shall

Exh. G-5

---

be available for inspection by Payee,
at Payee's sole expense, at all reasonable times, and shall be retained by Payor
for a period of two (2) years.

9.
Waste Rock, Spoil and Tailings.Any ore, mine waters, leachates, pregnant
liquors, pregnant slurries, and other products or compounds or metals or
minerals mined from the Claims shall be the Claims of Payor, subject to the
Production Royalty as provided for in Section 1. The Production Royalty shall be
payable only on metals, ores, or minerals recovered prior to the time waste
rock, spoil, tailings, or other mine waste and residue are first disposed of as
such, and Payor shall be free to use or dispose of such waste and residue in
whatever manner it sees fit in its sole discretion. Payor shall have the sole
right to dump, deposit, sell, dispose of, or reprocess such waste rock, spoil,
tailings, or other mine wastes and residues, and Payee shall have no claim or
interest therein other than for the payment of the Production Royalty to the
extent any Valuable Minerals are produced and sold therefrom.

10. No
Covenants.The parties agree that in no event shall Payor have any duty or
obligation, express or implied, to explore for, develop, mine or produce ores,
minerals or mineral substances from the Claims, and the timing, manner, method
and amounts of such exploration, development, mining or production, if any,
shall be in the sole discretion of Payor. Payee acknowledges that the
expenditures made by Payor to advance activities on the Claims and the right to
the Production Royalty are sufficient consideration for the conversion of its
Participating Interest. None of the provisions of this Section 10 or any other
provision of this Exhibit Gshall be deemed to limit or restrict Payor's
ability to sell or otherwise convey or transfer to any third party all or any
portion of Payor's interest in the Claims.

11.
Nature of Payee's Interest.Payee shall have only a royalty interest in the
Claims (but no other properties adjacent to or in the vicinity of the Claims)
and rights and incidents of ownership of a non-executive royalty owner. Payee
shall not have any possessory or working interest in the Claims nor any of the
incidents of such interest. By way of example but not by way of limitation,
Payee shall not have (a) the right to participate in the execution of
applications for authorities, permits or licenses, mining leases, option,
farm-outs or other conveyances, (b) the right to share in bonus payments or
rental payments received as the consideration for the execution of such leases,
options, farm-outs, or other conveyances, or (c) the right to enter upon the
Claims and prospect for, mine, drill for, or remove ores, minerals or mineral
products therefrom.

Exh. G-6

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E x h i b i t H

ESTOPPEL CERTIFICATE

Placer Dome U.S. Inc., a
California corporation ("PDUS"), Miranda U.S.A., Inc., a Nevada corporation
("MUI"), and Miranda Gold Corp., a British Columbia corporation ("Miranda," of
which MUI is a wholly-owned subsidiary) are considering entering into a binding
letter agreement (the "Agreement"), covering the leasehold interest held by MUI
in certain unpatented mining claims (as described below). Pursuant to the
Agreement, MUI and Miranda will grant to PDUS the right (but not the obligation)
to earn an undivided 60% leasehold interest in the unpatented mining claims
described below and, if PDUS elects to earn that interest, the parties will
enter into a joint venture agreement covering further activities on the Claims
which, in some events, could result in the conversion of interests in the joint
venture to net smelter returns royalty interests. The undersigned, as owner of
those unpatented mining claims, with the understanding that this Estoppel
Certificate will be relied on by PDUS, acknowledges and agrees to the foregoing
and hereby certifies as follows:

1. Owner is the owner of certain
unpatented mining claims located in Eureka County, Nevada, as more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference
(the "Claims").

2. Owner and MUI entered into a
Mining Lease covering the Claims dated as of May 27, 2004 (the "Lease").

3. The Lease is in full force and
effect as of the date of this Estoppel Certificate, and to the best of Owner's
knowledge neither Owner nor Lessee is in default or alleged to be in default
under the Lease. No notice of alleged default under the Lease has been received
or sent by Owner. To the best of Owner's knowledge, there currently exists no
condition or event that, after notice or lapse of time or both, would constitute
a condition of default by Owner, or by Lessee under the Lease.

4. So long as the Agreement
remains in effect, in the event of a default by Lessee under the Lease, Owner
agrees that it and its successors and assigns will provide PDUS with written
notice of said default concurrently with the giving of such notice to Lessee.
PDUS may, but shall not be obligated to, take any action required of Lessee
under the Lease, within the period of time allowed under the Lease, that may be
necessary to prevent or cure such a default. Owner agrees to accept such
curative actions as having the same force and effect under the Lease as such
actions would have if performed by Lessee.

5. The Lease is the only
agreement, oral or written, between Owner and Lessee with respect to the Claims,
and there are no outstanding claims by Owner for payments or otherwise
thereunder. In addition, the Lease is the only agreement, oral or written,
affecting the Claims by way of creation of a leasehold interest or otherwise;
however,

Exh. H-1

---

Owner may have, and reserves the right to, distribute Owner's
NSR under the Lease by means of any terms, agreements, and to whatever parties
it sees fit.

6. Owner acknowledges that PDUS
may terminate its interest in the Agreement at any time in its sole discretion,
with no further obligations or liability with respect to the Claims except as
set forth in the Agreement.

IN WITNESS WHEREOF, this Estoppel
Certificate has been executed and delivered for the benefit of PDUS as of the
____day of October, 2004.

| | _________________________________    
| | -------------------------------------
| | Nevada North Resources (U.S.A.), Inc.
| |                                      
| | By: ___________________________      
| | Name: ___________________________    
| | Title:
___________________________   

Exh. H-2

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S C H E D U L E   E - 1

Exceptions to Miranda's Title Representations and
Warranties

1. NNR's RP 27 claim conflicts, at least in part, with the CM
40 claim originally located by Idaho Resources. The RP 27 claim was staked on
June 19, 2002 and perfected within 60 days. The CM 40 claim was staked on August
29, 2002.

2. Leo Damele owns the Zero #4 claim which may lie within NNR's
RH claim block. Miranda has been unable to determine the actual location of the
Zero #4 claim, but if it conflicts with any claims owned by NNR, it is
presumably senior to those claims.

Sch E1-1

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