|OMB
        Number: 3235-0288
        Expires: JULY
        31, 2018
|--------------------------------------------------------------------





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended August
31, 2016



OR

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



OR

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





Commission File Number 000-27760



MIRANDA GOLD CORP.

(Exact name of Registrant as specified in its
charter)



BRITISH COLUMBIA, CANADA

(Jurisdiction of Incorporation or organization)

15381
– 36th Avenue, South Surrey, British Columbia, Canada, V3Z 0J5

(Address of Principal Executive Offices)

Len
Goldsmith, +1-604-417-4653 (telephone) +1-604-648-8706 (facsimile),

15381
– 36th Avenue, South Surrey, British Columbia, Canada, V3Z 0J5

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






1




SEC 1852 (01-12)

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

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



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

|Common Shares, without par value
|--------------------------------
|                                
|                                

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

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





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

103,380,807
common shares

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

Yes £	No T

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

Yes £	No T

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

Yes TNo£

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

N/A	Yes£No£

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

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

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

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

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






2 | Page




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

Item
17£Item
18£

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

Yes £	No T



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

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

N/A	Yes £	No £




3 | Page






Table
of Contents



|Glossary of terms AND ABBREVIATIONS                                        | 3 
|-------------------------------------------------------------------------- | --
|NOTE ON FORWARD LOOKING INFORMATION                                        | 9 
|CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES | 11
|ITEM 1   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS             | 12
|ITEM 2   OFFER STATISTICS AND EXPECTED TIMETABLE                           | 12
|ITEM 3   KEY INFORMATION                                                   | 12
|A.    Selected Financial Data                                              | 12
|B.    Capitalization and Indebtedness                                      | 13
|C.    Reasons for the Offer and Use of Proceeds                            | 13
|D.    Risk Factors                                                         | 13
|ITEM 4   INFORMATION ON MIRANDA                                            | 20
|A.    History and Development of Miranda                                   | 20
|B.    Business Overview                                                    | 23
|C.    Organizational Structure                                             | 23
|D.    Property                                                             | 24
|ITEM 4A   UNRESOLVED STAFF COMMENTS                                        | 47
|ITEM 5   - OPERATING AND FINANCIAL REVIEW AND PROSPECTS                    | 47
|A.    Operating Results                                                    | 47
|B.    Liquidity and Capital Resources                                      | 49
|C.    Research and Development, Patents and Licenses                       | 50
|D.    Trend Information                                                    | 50
|E.    Off-Balance Sheet Arrangements                                       | 50
|F.    Tabular Disclosure of Contractual Obligations                        | 51
|G.   Safe Harbor                                                           | 51
|ITEM 6   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                        | 52
|A.    Directors and Senior Management                                      | 52
|B.     Compensation                                                        | 53
|C.    Board Practices                                                      | 55
|D.    Employees                                                            | 58
|E.    Share Ownership                                                      | 58
|ITEM 7   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                 | 60
|A.    Major Shareholders                                                   | 60
|B.    Related Party Transactions                                           | 61
|C.    Interests of Experts and Counsel                                     | 61
|ITEM 8   FINANCIAL INFORMATION                                             | 62
|A.   Consolidated Statements and Other Financial Information               | 62
|B.   Significant Changes                                                   | 62
|ITEM 9   THE OFFER AND LISTING                                             | 62
|A.   Offer and Listing Details                                             | 62
|B.   Plan of Distribution                                                  | 63
|C.   Markets                                                               | 64
|D.    Dilution                                                             | 64
|E.    Expenses of the Issue                                                | 64
|ITEM 10   ADDITIONAL INFORMATION                                           | 64
|A.    Share Capital                                                        | 64








1 | Page






|B.    Memorandum and Articles of Association                                      | 64
|--------------------------------------------------------------------------------- | --
|C.    Material Contracts                                                          | 64
|D.    Exchange Controls                                                           | 64
|E.    Taxation                                                                    | 65
|F.    Dividends and Paying Agents                                                 | 71
|G.    Statement by Experts                                                        | 71
|H.    Documents on Display                                                        | 71
|I.    Subsidiary Information                                                      | 72
|ITEM 11   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK              | 72
|ITEM 12   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                  | 72
|ITEM 13   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                         | 72
|ITEM 14   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS                | 72
|ITEM 15   CONTROLS AND PROCEDURES                                                 | 72
|ITEM 15T   CONTROLS AND PROCEDURES                                                | 73
|ITEM 16   [RESERVED]                                                              | 73
|ITEM 16A   AUDIT COMMITTEE FINANCIAL EXPERT                                       | 73
|ITEM 16B   CODE OF ETHICS                                                         | 73
|ITEM 16C   PRINCIPAL ACCOUNTANT FEES AND SERVICES                                 | 74
|ITEM 16D   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES             | 75
|ITEM 16E   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 75
|ITEM 16F   CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT                           | 75
|ITEM 16G   CORPORATE GOVERNANCE                                                   | 75
|ITEM 16H   MINE SAFETY DISCLOSURE                                                 | 75
|ITEM 17    FINANCIAL STATEMENTS                                                   | 76
|ITEM 18    FINANCIAL STATEMENTS                                                   | 76
|ITEM 19   EXHIBITS                                                                | 76



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








2 | Page




Glossary
of terms AND ABBREVIATIONS

|Advance Royalty                   | The prepayment of a designated amount (the advance royalty) prior to actual mine production. The advance royalty payments may be deductible from future production royalties.                                                                                                                                                                                              
|--------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Agnico                            | Agnico-Eagle (USA) Limited is a subsidiary of Agnico-Eagle Mines Limited a mining company listed on the Toronto Stock Exchange. The Company had an option agreement with Agnico on the Ester Dome project until it was terminated in September 2012, and since January 23, 2013 (until January 23, 2016), had an alliance agreement in Colombia (the “Colombian Alliance”).
|AHI                               | Alaska Hardrock Inc., a State of Alaska corporation, and is the lessor of a parcel of patented and State of Alaska mining claims referred to as “Willow Creek”.                                                                                                                                                                                                            
|Alluvial                          | A placer formed by the action of running water, as in a stream channel or alluvial fan; also said of the valuable mineral (e.g. gold or diamond) associated with an alluvial placer.                                                                                                                                                                                       
|Alteration                        | Refers to process of changing primary rock minerals (such as quartz, feldspar and hornblende) to secondary minerals (quartz, carbonate, and clay minerals) by hydrothermal fluids (hot water).                                                                                                                                                                             
|ANM                               | Agencia Nacional de Minera of Colombia                                                                                                                                                                                                                                                                                                                                     
|Anomaly                           | A geological feature distinguished by geophysical or geochemical means, which is different from the general surroundings and is often of potential economic value.                                                                                                                                                                                                         
|Antioquia Gold                    | Antioquia Gold Inc. is a mining exploration company listed on the Toronto Venture Exchange with an exploration focus in Colombia.                                                                                                                                                                                                                                          
|Assay                             | An analysis to determine the presence, absence and quantity of one or more metallic components.                                                                                                                                                                                                                                                                            
|Au/t                              | Gold per ton                                                                                                                                                                                                                                                                                                                                                               
|Barrick                           | Barrick Gold U.S. Inc. is a subsidiary of Barrick Gold Corporation a mining company listed on the Toronto and New York Stock Exchanges.  Barrick is a former partner of the Company on the Red Hill and Fuse properties.                                                                                                                                                   
|Basement                          | Generally of igneous and metamorphic rocks, overlain unconformably by sedimentary strata.                                                                                                                                                                                                                                                                                  
|Battle Mountain-Eureka Gold Trend | The Battle Mountain-Eureka Gold Trend is about 10 miles wide and 160 miles long. It is sub-parallel to and about 50 miles west of the Carlin Trend. Deep crustal features are believed to be responsible for these trends.                                                                                                                                                 
|BLM                               | Bureau of Land Management                                                                                                                                                                                                                                                                                                                                                  
|Breccia                           | A coarse–grained clastic rock composed of angular broken fragments                                                                                                                                                                                                                                                                                                         
|Carbonate rocks                   | Limestone or other rocks whose major component is CaCO3                                                                                                                                                                                                                                                                                                                    
|Carlin-style gold system          | A type of gold deposit characterized by microscopic gold disseminated in fine grained silty limestone.  This deposit type was first recognized in Carlin, Nevada. “System” refers to the larger area of alteration that surrounds such a deposit.                                                                                                                          




3 | Page




|Carlin Gold Trend       | North-central Nevada is home to the Carlin Gold Trend, a northeast alignment of gold deposits, primarily in Paleozoic limey sediments, that is about 10 miles wide and 100 miles long.  Carlin refers to a style of mineralization that is seen around the world.                                                                                                                                                                                             
|----------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|CIM                     | The Canadian Institute of Mining, Metallurgy and Petroleum                                                                                                                                                                                                                                                                                                                                                                                                    
|CIM Standards           | The CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council as amended.                                                                                                                                                                                                                                                                                                                                                     
|Claim                   | Means a mining title giving its holder the right to prospect, explore for and exploit minerals within a defined area.                                                                                                                                                                                                                                                                                                                                         
|Colombian Alliance      | On January 23, 2013, Miranda signed a strategic alliance agreement with Agnico (which superseded a non-binding letter of intent signed July 17, 2012) for precious metal exploration in Colombia (the “Colombian Alliance”). The Colombian Alliance calls for shared funding between Agnico and Miranda on a 70/30 ratio for a primary duration of three years.  Agnico did not renew the Colombian Alliance, allowing it to lapse effective January 23, 2016.
|Cortez Gold Trend       | The Cortez Gold Trend is a west-northwest trending internal segment of the central portion of the Battle Mountain-Eureka Gold Trend.  The Cortez Gold Trend is approximately 5 miles wide and 20 miles long.                                                                                                                                                                                                                                                  
|Cretaceous              | A period of geological time ranging from approximately 145 to 65 million years before present.                                                                                                                                                                                                                                                                                                                                                                
|CSAMT                   | Controlled Source Audio-frequency Magnetotellurics is a commonly-used, surface-based, geophysical method which provides resistivity information of the subsurface.                                                                                                                                                                                                                                                                                            
|Diamond Drill           | A type of rotary drill in which the cutting is done by abrasion rather than by percussion. The drill cuts a core of rock that is recovered in long cylindrical sections.                                                                                                                                                                                                                                                                                      
|Dike                    | A tabular intrusion, meaning it is sheet- or slab-like, and which cuts across or through the host rocks. Dikes vary from a few inches to many tens of feet in thickness and may extend for several miles.                                                                                                                                                                                                                                                     
|Epithermal              | Hydrothermal mineral deposit formed within 1 kilometer of the earth’s surface, in the temperature range of 50–200°C.                                                                                                                                                                                                                                                                                                                                          
|ExpoGold                | ExpoGold Colombia S.A. is the optionor of the Pavo Real and (formerly) the Cajamarca projects in Colombia.                                                                                                                                                                                                                                                                                                                                                    
|Fault                   | A break, or breaks in rocks with noticeable movement or displacement of the rocks on either side of the break.                                                                                                                                                                                                                                                                                                                                                
|Feasibility Study       | A detailed engineering study to determine if a property can be mined at a profit and the best way to mine it.                                                                                                                                                                                                                                                                                                                                                 
|Geochemical exploration | Exploration or prospecting methods depending on chemical analysis of the rocks or soil, or of soil gas or of plants.                                                                                                                                                                                                                                                                                                                                          
|Geological mapping      | A means of producing graphical images in plan
        (a map) of the geology (rock and fault contacts and alteration for example).                                                                                                                                                                                                                                                                                                                            




4 | Page




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




5 | Page




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




6 | Page




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




7 | Page




|Qualified Person                | The term “qualified person” refers to an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization.
|------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Ramelius                        | Ramelius Resources Ltd. a company listed on the ASX.  The Company had an option agreement with Ramelius on the Angel Wing property and also had an option agreement on the Big Blue property until it was terminated in fiscal 2012.                                                                                                                                                              
|Range                           | Range Minerals Inc. is a private Alaskan corporation and was the lessor of the Ester Dome project.                                                                                                                                                                                                                                                                                                
|RCC                             | Red Canyon Corporation, the lessor of the Red Canyon project.                                                                                                                                                                                                                                                                                                                                     
|RCP and RCP LLC                 | Red Canyon Project, formed as a Nevada limited liability company.                                                                                                                                                                                                                                                                                                                                 
|Red Eagle                       | Red Eagle Mining Corporation is a mineral exploration company listed on the TSX.V.  Red Eagle was the Company’s partner in MAD III (Rovira) and MAD IV.                                                                                                                                                                                                                                           
|Resistivity survey              | A geophysical technique which measures the electrical resistivity between a set of spaced electrodes to generate a profile of subsurface geology.                                                                                                                                                                                                                                                 
|Reverse-circulation or RC drill | A rotary percussion drill in which the drilling mud and cuttings return to the surface through the interior of the drill pipe.                                                                                                                                                                                                                                                                    
|Royalty interest                | Generally, a percentage interest that is tied to some production unit such as a tonne of concentrate or ounces of gold produced.  A common form of royalty interest is based on the net smelter return.                                                                                                                                                                                           
|SA                              | Shareholder’s Agreement - an agreement that defines the funding and management of a private company.  The Company had entered into SA’s with Red Eagle on MAD III (“Pavo Real”) and MAD IV (“Cajamarca”).  The Company is party to an SA with Prism on MAD V (“Cerro Oro”).                                                                                                                       
|Sample                          | A small amount of material that is supposed to be typical or representative of the object being sampled.                                                                                                                                                                                                                                                                                          
|Sedimentary                     | A rock formed from cemented or compacted sediments.                                                                                                                                                                                                                                                                                                                                               
|Sediments                       | The debris resulting from the weathering and breakup of pre-existing rocks.                                                                                                                                                                                                                                                                                                                       
|Sedimentary rock                | Rock formed by the process of erosion and deposition.                                                                                                                                                                                                                                                                                                                                             
|Shale                           | A sedimentary rock consisting of silt or clay-sized particles cemented together.                                                                                                                                                                                                                                                                                                                  
|Silicification                  | Alteration process involving the introduction of or replacement by, silica, generally resulting in the formation of fine–grained quartz, chalcedony, or opal, which may fill pores and replace existing minerals.                                                                                                                                                                                 
|SPA                             | Share Purchase Agreement - an agreement that defines the terms of purchase of shares of a private company.  The Company had entered into SPA’s with Red Eagle on MAD III (“Pavo Real”) and MAD IV (“Cajamarca”).  The Company has a current SPA with Prism on MAD V (“Cerro Oro”).                                                                                                                
|Stockwork                       | A large number of cross-cutting veins and veinlets.                                                                                                                                                                                                                                                                                                                                               
|Strike                          | When used as a noun, means the direction, course or bearing of a vein or rock formation measured on a level surface and, when used as a verb, means to take such direction, course or bearing.                                                                                                                                                                                                    




8 | Page




|Strike length      | Means the longest horizontal dimension of a geologic feature such as an orebody or zone of mineralization.                                                                                                                                                                                                                                                                            
|------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Sulphide (Sulfide) | A compound of sulphur (sulfur) and some other metallic element.                                                                                                                                                                                                                                                                                                                       
|Tertiary           | The first period of the Cenozoic, after the Cretaceous and before the Quatenary, beginning about 63 million years ago.                                                                                                                                                                                                                                                                
|Teslin River       | Teslin River Resources Corp. (formerly Queensgate Resources Corporation) – a former partner on the BPV, CONO and Coal Canyon properties. Queensgate merged with Teslin River Resources Corp. and now trades on the TSX.V. The Company owned 300,000 shares of Teslin as of August 31, 2012, until returning them to Teslin in November 2012, as part of the Mustang property purchase.
|TSX.V              | The TSX Venture Exchange                                                                                                                                                                                                                                                                                                                                                              
|Ton                | Short (also known as imperial) ton (2,000 pounds)                                                                                                                                                                                                                                                                                                                                     
|Tonne              | Metric (also known as long) tonne (1.102 short tons, 2,240 pounds)                                                                                                                                                                                                                                                                                                                    
|Tuff               | Consolidated or cemented volcanic ash. Sometimes used as a general term for all consolidated pyroclastic rocks.                                                                                                                                                                                                                                                                       
|Vein               | Generally, a fissure in the earth containing a body of minerals.                                                                                                                                                                                                                                                                                                                      
|Volcaniclastic     | Refers to fragments derived from volcanic sources (which may be transported some distance from their place of origin).                                                                                                                                                                                                                                                                
|White Bear         | White Bear Resources Ltd. and the Company had option agreements on the Iron Point and Angel Wing properties.  The Company also owned 200,000 shares of White Bear, until they were sold in fiscal 2014.                                                                                                                                                                               



NOTE
ON FORWARD LOOKING INFORMATION

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

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








9 | Page






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



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

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

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

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

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

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

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

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

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

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

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

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

| | · | Risks posed by fluctuations in exchange rates and interest rates, as well as general economic conditions;
| | - | ---------------------------------------------------------------------------------------------------------

| | · | Risks associated with environmental compliance and changes in environmental legislation and regulation;
| | - | -------------------------------------------------------------------------------------------------------

| | · | Risks associated with dependence on third party consultants and non-performance by contractual counterparties;
| | - | --------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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



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



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








10 | Page




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



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

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



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



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




11 | Page




PART I

ITEM
1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

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

ITEM
2	OFFER STATISTICS AND EXPECTED TIMETABLE

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

ITEM
3	KEY INFORMATION

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

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

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

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

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

For the Year Ended August 31

|                                                      | 2016       | 2015       | 2014       | 2013      
|----------------------------------------------------- | ---------- | ---------- | ---------- | ----------
|                                                      | $          | $          | $          | $         
|Operating Revenue                                     | Nil        | Nil        | Nil        | Nil       
|Loss for the year                                     | 1,476,152  | 1,867,176  | 2,752,090  | 3,215,753 
|Loss per share:
        basic and diluted             | (0.02)     | (0.03)     | (0.04)     | (0.05)    
|Total assets                                          | 4,661,899  | 3,629,541  | 5,274,980  | 7,939,762 
|Total liabilities                                     | 122,155    | 300,739    | 208,012    | 295,788   
|Working capital                                       | 4,122,642  | 2,848,742  | 4,561,243  | 7,201,737 
|Net assets                                            | 4,539,744  | 3,328,802  | 5,066,968  | 7,643,974 
|Capital stock/share capital                           | 31,148,478 | 29,676,003 | 29,667,503 | 29,652,503
|Dividends per share                                   | Nil        | Nil        | Nil        | Nil       
|Weighted average number
        of shares outstanding | 79,733,963 | 74,165,457 | 74,061,896 | 67,673,299






12 | Page




The following
table sets out the average noon rates of exchange for the Canadian dollar for the years ended August 31, 2012 through to August
31, 2016.

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

|                                   | Average  
|---------------------------------- | ---------
|                                   | Noon rate
|For the Year Ended August 31, 2016 | 1.3265   
|For the Year Ended August 31, 2015 | 1.210    
|For the Year Ended August 31, 2014 | 1.078    
|For the Year Ended August 31, 2013 | 1.011    
|For the Year Ended August 31, 2012 | 1.009    



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

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

|     | June
        2016 | July
        2016 | August
        2016 | September 2016 | October
        2016 | November 2016
|---- | ----------------- | ----------------- | ------------------- | -------------- | -------------------- | -------------
|High | 1.3091            | 1.3225            | 1.3180              | 1.3248         | 1.3403               | 1.3551       
|Low  | 1.2695            | 1.2844            | 1.2775              | 1.2843         | 1.3104               | 1.3305       



The value of
the noon U.S. Dollar in relation to the Canadian Dollar was $1.3164 as of December 9, 2016.

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

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

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

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

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

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




13 | Page


Exploration Funding partner and
Option to Joint Venture Risks

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

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

Enactment of Government Legislation
May Significantly Affect the Mining Industry

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



Possible country risk doing
business in Colombia

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

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








14 | Page






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



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



Estimates of mineral resources and
recovery rates may not be accurate

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



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

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



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



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



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



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



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




15 | Page








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

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



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



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



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



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



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



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



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



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



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

Financial Risk

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




16 | Page




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

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

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

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

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

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

Dependence on Key Personnel

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



Reliance
on Independent Contractors

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



Competition

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

Compliance with Government Regulations

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




17 | Page




Risks Associated with Mining

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

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

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

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

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

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

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




18 | Page




RISKS RELATED TO MIRANDA’S SECURITIES
AND THIS OFFERING



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

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

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

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

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

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

The market price of Miranda’s
common shares has ranged from a high of $0.18 and a low of $0.055 during the twelve-month period ended November 30, 2016. See “Market
for Common Equity and Related Shareholder Matters”.

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

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

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






19 | Page




Substantial Number of Authorized
but Unissued Shares

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

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

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



ITEM
4	INFORMATION ON MIRANDA

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

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

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

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

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

Miranda's head office is located at 15381
– 36th Avenue, South Surrey, British Columbia, Canada V3Z 0J5. The contact person is Len Goldsmith, Chief Financial
Officer. The telephone number is +1 (604) 417-4653 and the facsimile number is +1 (604) 648-8706.




20 | Page




Principal capital expenditures / divestitures
over the last three fiscal years

Fiscal year ended August 31,
2014

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

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

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

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

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

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



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



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



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



Fiscal year ended August 31,
2015

On October 23, 2014, the Company filed an NI
43-101 compliant technical report (dated September 30, 2014) supporting the independently estimated initial resource for the Willow
Creek Coleman deposit, comprising a Measured and Indicated resource of 62,100 troy ounces gold contained in 78,700 tonnes at an
average grade of 24.6 g Au/t and an additional 4,100 troy ounces contained in 5,300 tonnes at an average grade of 24.2 g Au/t in
the Inferred category. All resource categories use a cutoff of 7.0 g Au/t. This NI 43-101 compliant report was prepared by independent
QP, David Linebarger.



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






21 | Page






On February 27, 2015, the Company entered into
a purchase and sale agreement with European Uranium Resources Ltd. (“EUU”) to sell a 100% interest in Miranda’s
Mustang, Iron Point and Kibby Flat projects and the assignment and assumption of Miranda’s mining lease on the Red Hill project,
all located in Nevada. On April 30, 2015, the agreement with EUU was terminated due to EUU's failure to complete the conditions
of closing the agreement. Miranda allowed the Iron Point and Kibby Flat claims to lapse on August 31, 2015, and returned the Red
Hill project to the lessor and on August 20, 2015, the Company transferred its 100% interest in the Mustang Project located in
Nye County, Nevada, to Nevada North for a retained 1.0% NSR.



On August 28, 2015, the Company entered into
a Project Management Agreement for the formation and organization of a limited liability company (the “LLC”) to hold
the lease and related rights in respect of the Red Canyon, Nevada property and to conduct the operations contemplated under the
Project Management Agreement. Having met the expenditure requirements of US$4 million under a now superseded exploration agreement;
Montezuma owns 60% of the LLC and Miranda owns 40% of the LLC. Montezuma has also paid Miranda US$360,000 as consideration for
the option to buy-out Miranda’s 40% interest in the LLC, with Miranda retaining a 0.5% net smelter return (“NSR”)
royalty, upon meeting the purchase conditions during the term of the underlying lease. Until then, Montezuma will fund 100% of
the costs of the LLC to maintain and advance the exploration of the Red Canyon property. If Montezuma fails to fund and meet its
obligations pursuant to the Exploration Agreement and underlying lease, it will forfeit its interest in the LLC to Miranda.



Fiscal year ended August 31,
2016 and subsequent

On September 14, 2015, the Company reached an
agreement with Mr. Daniel Renshaw (“Renshaw”) for his 3.3% royalty held on the Willow Creek, Alaska project. Miranda
holds the Willow Creek project under lease from Alaska Hardrock, Inc. The parties have separated the Renshaw royalty into the area
that covers the patented mining claims on the west side of the project (the “A Royalty”) and the area that covers the
patented mining claims on the east side of the project (the “B Royalty”). The “A” Royalty covers the area,
including the Coleman resource that will be initially developed and placed into production. The “B” Royalty covers
ground that is prospective for exploration including the Bullion Mountain targets. Miranda has agreed to purchase up to 100% of
the “A” Royalty in a series of seven (7) contracts, with each subsequent contract contingent on the prior contract
being paid in full. Pursuant to each contract, Miranda will purchase 0.4% to 0.5% of the “A” Royalty for each cumulative
US$143,000 paid at the rate of US$5,000 per month plus interest, with the first payment commencing on October 31, 2015. As each
contract is paid, Miranda will register its ownership of the “A” Royalty purchased. If Miranda does not complete payment
of any contract, the remainder of the “A” Royalty will remain with Renshaw. The seven contracts will be over an aggregate
period of up to 200 months, but such contracts and payments can be accelerated and paid off at any time, providing that Miranda
pays Renshaw the full payment of an aggregate US$1,000,000 of principal so that Miranda will have purchased the entire 3.3% “A”
Royalty. In addition, Renshaw has agreed to grant Miranda the option to purchase the “B” Royalty which option may be
exercised at any time provided that the “A” Royalty contracts are not in default. Miranda may purchase up to 100% of
the “B” Royalty for the aggregate amount of US$500,000 in principal to be paid under terms, conditions and installments
that are not inconsistent with those of the “A” Royalty.



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



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

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




22 | Page




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

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

The majority of the Company’s exploration
projects are in Colombia, with one project in Alaska. The Company’s projects in Colombia include Cerro Oro, Oribella, and
Antares. The Willow Creek (“Lucky Shot”) project is located in Alaska.

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

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

Miranda has two active, directly and
wholly owned subsidiaries: one being Miranda U.S.A., Inc., which was incorporated under the laws of the State of Nevada; the other
being Miranda Gold Colombia I Ltd. (“MAD I”), which was incorporated under the laws of the Province of British Colombia,
Canada.

MAD I which in turn holds the Company’s
interests in Miranda Gold Colombia II Ltd., Rovira Mining Limited (formerly Miranda Gold Colombia III Ltd.), Miranda Gold Colombia
IV Ltd., and Miranda Gold Colombia V Ltd. all having been incorporated under the laws of the Province of British Columbia, Canada.
Each of the Branch Offices has been organized in Colombia as a “Sucursal Colombia” under certificates issued by “Camara
De Comercio De Bogota”.

Organization Chart as of November 1,
2016:



Description: 5%,Description: 5%,Description: 5%,Description: 5%,Description: 5%,Description: 5%,Description: 5%,Description: 5%

*
prior to October 31, 2016, the ownership was 30% - however, with the termination of the Prism Agreement (effective October 31,
2016) the ownership of Miranda Colombia V Ltd. reverted back to 100%.




23 | Page




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

Overview of Projects

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

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

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



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



The majority of Miranda’s option agreements
require the funding partner to fund a minimum exploration program in each agreement year and all of those agreement commitments
are found in the notes of the audited consolidated financial statements for the year ended August 31, 2016.



As at the date of this Form 20-F, the Red Canyon
property in Nevada and the Willow Creek project in Alaska, are funded and being explored under funding agreements. The Cerro Oro
project in Colombia was being funded (100%) under an agreement with Prism until October 31, 2016, at which time Prism advised of
its termination of the agreement. Miranda is currently seeking a funding partner for the Antares, Cerro Oro, and Oribella projects
in Colombia.



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



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



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



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



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






24 | Page






MIRANDA’S
ALASKA PROPERTY

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

Joint
Venture Agreement

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

Gold
Torrent is now in discussions with the permitting agencies as well as all other stakeholders affected by the development of the
Willow Creek project. By utilizing pre-existing roads and tunnels and possible off-site processing, the operation is expected to
have small visual and physical impacts. Gold Torrent is also conducting economic studies, mine and mill designs, and creating
cost schedules.

Willow
Creek Property

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

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

The
Renshaw Royalty

Miranda has reached an agreement to purchase
from Daniel Renshaw (“Renshaw”) his 3.3% royalty held on the Willow Creek, Alaska project. Miranda holds the Willow
Creek project under lease from Alaska Hardrock, Inc.

The parties have separated the Renshaw
royalty into the area that covers the patented mining claims on the west side of the project (the “A Royalty”) and
the area that covers the patented mining claims on the east side of the project (the “B Royalty”). The “A”
Royalty covers the area, including the Coleman resource that will be initially developed and placed into production. The “B”
Royalty covers ground that is prospective for exploration including the Bullion Mountain targets.






25 | Page




“A” Royalty –
West Side Willow Creek Project

claims_1015_west_crop

Miranda has agreed to purchase up to
100% of the “A” Royalty in a series of seven (7) contracts with each subsequent contract contingent on the prior contract
being paid in full. Pursuant to each contract Miranda will purchase 0.4% to 0.5% of the “A” Royalty for each cumulative
US$143,000 paid at the rate of US$5,000 per month plus interest with the first payment commencing on October 31, 2015. As each
contract is paid Miranda will register its ownership of the “A” Royalty purchased. If Miranda does not complete payment
of any contract the remainder of the “A” Royalty will remain with Renshaw. The seven contracts will be over an aggregate
period of up to 200 months, but such contracts and payments can be accelerated and paid off at any time, providing that Miranda
pays Renshaw the full payment of an aggregate US$1,000,000 of principal so that Miranda will have purchased the entire 3.3% “A”
Royalty.

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

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



“ 1. Summary



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



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

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

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






26 | Page






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



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

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

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

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






27 | Page




Figure 1.1 - Willow Creek Project Location
















28 | Page




Figure 1.2 – Willow Creek Project Land
Status Map



(Source: Miranda, 2014)



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

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



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



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






29 | Page




Figure 1.3 - Willow Creek Project Vein
Segments (looking north)



|
|



lucky shot vein proj 2007

(Source: Full Metal Minerals, 2008)

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



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



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






30 | Page






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



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



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



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



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



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



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



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



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



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



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



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






31 | Page






Table 1.1 - Willow Creek Project – Coleman
Zone - Mineral Resources

|Measured                     
|-----------------------------
|Cutoff Grade
        (g/t) Au
|7.0                          



|Indicated                    
|-----------------------------
|Cutoff Grade
        (g/t) Au
|7.0                          



|Measured and Indicated       
|-----------------------------
|Cutoff Grade
        (g/t) Au
|7.0                          



|Inferred                     
|-----------------------------
|Cutoff Grade
        (g/t) Au
|7.0                          

Numbers may not sum correctly due to rounding
and conversion.



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



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



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



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



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



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

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






32 | Page




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



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



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



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



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

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



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



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



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



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



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



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

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

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

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

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

| | · | Conduct underground drilling after Enserch Adit
is extended to intercept the Lucky Shot Vein.
| | - | ---------------------------------------------------------------------------------------------



- End of extracted summary of the Willow Creek
Report -




33 | Page




MIRANDA’S
REMAINING NEVADA PROPERTY

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

|Property | Ownership/
        Owner | Lease Terms | Type of Claim | Claim Names | No. of Claims | BLM Serial #s | Acres (approx) | Option Agreement
|-------- | ------------------------ | ----------- | ------------- | ----------- | ------------- | ------------- | -------------- | ----------------

|
|

|Red Canyon | Leased/Red Canyon Corp. | see project description | Federal Lode - BLM | ICE | 237 | NMC342174-314, NMC371945-74, NMC454017-29, NMC692725-71, NMC695046-51 | 4,896 | Montezuma Mines Inc.
|---------- | ----------------------- | ----------------------- | ------------------ | --- | --- | --------------------------------------------------------------------- | ----- | --------------------
|Red Canyon | Leased/Red Canyon Corp. | see project description | Federal Lode - BLM | NC  | 17  | NMC1020836-47; NMC1020862-66                                          | 351   | Montezuma Mines Inc.

|
|



As
at the date of this Annual Report, Miranda’s funding partner is exploring and advancing the following project in Nevada:
Red Canyon

Red Canyon Project, Eureka County,
Nevada

Nature of interest and terms of acquisition

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



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

Funding partner agreements

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

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

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

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

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




34 | Page




Location and means of access to the
property

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

History of previous operations and
previous operators on the property

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

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

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

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

320 to 360
feet

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

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

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

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

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

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

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

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




35 | Page




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

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

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

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

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

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

Subsequent to the 2013 drill campaign,
Montezuma has performed reclamation work on the project including: drill pad and sump “C” including the access road
on the west side of the project; drill pads and sump at sites 16, 17, 18, and 19 including the access roads. A total of approximately
11,500 feet (3,500 meters) of roadway have been reclaimed (seeded). In addition, biological and cultural studies have been drafted,
as required pursuant to the POO. Work continues on the addition of a northwest extension to the POO.

In total, Montezuma’s exploration
program to date has included drilling 35 reverse circulation holes and 3 core holes for a total of 35,212 feet.




36 | Page




Rock formations and mineralization

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



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



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



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



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



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



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






37 | Page




MIRANDA’S COLOMBIA PROPERTIES

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



The following summary table identifies the nature
of our ownership or interest in the Colombia properties, the type of claim, number of claims, and the unique identifying numbers.





|Property  | Ownership / Owner                                          | Type of Claim        | No. of Claims                   | Serial Numbers                                         | Option Agreement        
|--------- | ---------------------------------------------------------- | -------------------- | ------------------------------- | ------------------------------------------------------ | ------------------------
|          |                                                            |                      |                                 |                                                        |                         
|Antares   | ExpoGold Colombia SA / Miranda Gold Colombia II            | Applications         | 2                               | OG8-08042 &
        OGN-11491                          | Open                    
|Antares   | Activos Mineros de Colombia SAS / Miranda Gold Colombia II | Applications         | 5                               | OG2-095310; PKC-10311; PKO-08531; QDO-10291; PDO-08001 | Open                    
|Antares   | Miranda Gold Colombia II                                   | Applications         | 3                               | OG2-084816;
        OG2-085116;
        QF9-08011      | Open                    
|          |                                                            |                      |                                 |                                                        |                         
|Cerro Oro | Antonio Alvarez / Miranda Gold Colombia II                 | Applications         | 2                               | LHB-11031;
        OG2-08131                           | Formerly Prism, now open
|          |                                                            |                      |                                 |                                                        |                         
|Oribella  | Miranda Gold Colombia II                                   | License & Concession | 1 license;
        1 concession | B7647005                                               | Open                    
|          |                                                            |                      |                                 |                                                        |                         






38 | Page






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








39 | Page


Antares, within the department of Antioquia, Colombia

Nature of interest and terms of acquisition

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

Miranda paid US$60,000 on October 9,
2015, with a second payment of US$60,000 due (and paid) on October 9, 2016. A $70,000 payment will be due within 30 days of the
registration of the mining concession in the National Register of the core application and subsequent annual payments will be required
on the anniversary of that registration date until the payments of a 1.8 % production royalty commence from commercial production.
The Mining Lease is for fifty years. Annual work requirements to a cumulative US$2.0 million are required over six years, but this
work commitment can be suspended for any two-year period that Miranda does not have a partner funding work at Antares.

The Antares project covers a large intrusive
related gold system with both veinlet and sheeted fracture controlled gold mineralization. The combined project covers 10,500 hectares.
It is located 20km east northeast of Medellin and 45km west-southwest of the Gramalote deposit within the Antioquia Batholith.

Funding partner agreements

Formerly, Antares was the subject of
the January 23, 2013, as amended October 25, 2013, strategic alliance agreement (“Alliance Agreement”) between the
Company and Agnico for precious metal exploration in Colombia. Under that Alliance Agreement, the Company and Agnico shared funding
30:70, respectively, in generative exploration expenditures, with Miranda as operator.

Miranda is currently seeking a joint
venture partner for Antares.

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

Antares is a grass roots generated project.
Initial prospecting in the area led to a large-scale stream sediment-sampling program that showed widespread anomalous gold values
in most drainages. Follow-up of these anomalies led to systematic channel sampling of a historic large hydraulically mined open
cut referred to as the Santa Rita pit.
Previous systematic 2m-interval channel sampling by Miranda within the Santa Rita hydraulic pit shows an area of 310m by 160m of
near continuous mineralization where sample intervals composite above 0.4 g Au/t. The better continuous runs of channel samples
within the larger anomaly include 32m of 1.24 g Au/t and 18m of 1.5 g Au/t. This mineralization is open in two directions and extends
to the limit of the pit. A small road cut exposure approximately 150m north of the pit limit shows 4m of 2.6 g Au/t and this mineralization
may be continuous with the mineralization in the pit.

Miranda sampling shows that the central
project area is within the footprint of a very strong stream sediment anomaly that covers approximately 12sq km. Of fifteen stream
sediment samples that make up this anomaly, all are more than 100ppb, and seven of fifteen are greater than 500ppb Au with a high
of 9,820ppb Au. Numerous other high-grade stream sediments samples require follow-up and definition elsewhere on the project.

Gridded soil sampling was conducted in
the area of the Guaricu Pit. A significant anomaly is indicated at a 50 ppb cut-off with high values of 280 ppb Au. This anomaly
is 800 m long and 100 to 200 m wide and open to the northeast and southwest.




40 | Page




Rock formations and mineralization

Miranda's exploration model at Antares
is for an intrusive-related sheeted vein-fracture system analogous to the Gramalote deposit. The resource at Gramalote consists
of five or more parallel, northeast mineralized zones. These zones probably reflect structures of a regional dilational framework
that is also prevalent and important for exploration at Antares. Gramalote (4M ounces gold, owned by B2 Gold and Anglo Ashanti),
is a large intrusive related gold system that is noted for large areas of historic open cut hydraulic mining. Similarly, the Antares
project contains eight large pits that were a result of historic hydraulic gold mining of in situ weathered granite. Mined areas
commonly show subparallel high density fracturing and veinlets within the granitic host rock. Clays and hematite are the dominant
alteration types; locally veins show distinctive alteration selvages that may be relict feldspar and potassic alteration. The dominant
structures on both the fracture scale and project scale are northeast. An alignment of hydraulic workings and adits suggests that
the Antares mineralization extends for 5.5km.

Exploration Plans

Exploration is planned in and around
the Santa Rita pit while identifying other mineralized zones along the 5.5km trend, especially within the area of the large stream
sediment anomaly. Soil sampling initiated near the Guaricu Pit show good detection response and gridded soils will eventually be
extended from the Guaricu Pit to the Santa Rita pit. This area is all within a footprint of very anomalous stream sediments.

Cerro Oro, within the department
of Caldas, Colombia

Nature of interest and terms of acquisition

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

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



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



Funding partner agreements



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

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

Miranda is currently seeking a joint
venture partner for Cerro Oro.

Prism had issued 200,000 common shares
of Prism to Miranda, currently valued at $18,400, and had reimbursed Miranda for US$90,000 of lease fees that were paid by Miranda
to the underlying leaseholder. During the August 31, 2015 fiscal year, Prism reimbursed Miranda $12,189 for certain expenditures
incurred prior to the execution of the SA.




41 | Page




Location and means of access to the
property

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

History of previous operations and
previous operators on the property

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



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

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

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

Miranda has completed geologic mapping
and extensive 2-meter channel sampling. Approximately 416 channel samples have been taken. Twenty percent of those samples assayed
greater than 0.2 g Au/t. Multiple sub-parallel one to two meter width veins were identified within an area of alteration greater
than 1 sq km. Locally veins, vein wall rock, and rock unrelated to veins are significantly mineralized. Veins assay as high as
2m @ 12 g Au/t and wall rock and country rock where significantly mineralized assay from 0.5 to 3.0 g Au/t. Samples unrelated to
veins have widths up to 6.5 m @ 1.98 g Au/t. These widths and assays come from a database including all rock types, containing
assays ranging from non-detectable to 12 g Au/t, with a median value of approximately 0.15 g Au/t. The highest assay reported was
28 g Au/t. Past work involved permitting several trenches that are designed to test for mineral continuity between several of the
artisanal underground workings. Based on the trench results, drill targets were defined.

In the Summer of 2016, Prism and Miranda
“scout” drill-tested Cerro Oro, where mapping and sampling indicated the potential for multiple high-grade gold veins
occurring within broader zones of lower grade disseminated and fracture controlled mineralization. The original planned program
called for four to five angle holes totaling 1,200 meters. Due to failure to obtain important surface easements in a timely manner,
the drill program was limited to three angle holes totaling 472 meters. Miranda will continue to work on easement agreements. All
three holes completed have significant mineralization.




42 | Page




Cerro Oro drilling highlights (refer
to Table below):

| | Ø | CO-001: 1m @ 3.67 g Au/t in a locally coliform, sulfide-quartz breccia, interpreted to be
a down-dip and strike extension of the “Victoria Vein”.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------

| | Ø | CO-003: 1.45m @ 3.53 g Au/t in a heterolithic, matrix supported hydrothermal breccia that
forms a contact zone with a dacite porphyry dike. The main breccia is subsequently injected by finer “fluidized” breccia.
Several crosscutting sulfide veinlets occur in matrix and clasts. This is a newly recognized mineralization style on the project
and indicates complexity and multi-stage mineralization in the system.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Colombian Ministry of Interior notified
Miranda that a “Consulta Previa” with nearby indigenous peoples would be required for any additional work on
the project. Miranda has started the “Consulta Previa” process, and intends to pursue it expeditiously.

Miranda drilling demonstrated a proof
of exploration target concept, and encountered significant multi-stage, telescoped primary epithermal and possible secondary porphyry-style
alteration. This alteration and mineralization complexity was not recognized previous to core drilling. The geometry of the “Victoria
Vein” and other veins and vein-breccia were defined, which will help design follow up drilling.

These drill results show a strike extent
of 130 m along the “Victoria” fault-breccia-vein zone extending from the surface to a depth of 80m. Gold mineralization
is strongly correlated with mercury (to 9.6 ppm), antimony (to 139 ppm), arsenic (to 1,900 ppm) and zinc (to 4,740 ppm). No other
elements show appreciable elevated values.

In conventional zoning models for epithermal
systems, high level to low level elemental occurrences are - Mercury -> Antimony -> Arsenic -> Gold. In the same zoning
models, gold is typically minor or absent in the mercury zone and gold begins to occur more strongly at the deepest extent of antimony,
while the highest gold grades occur where arsenic begins to diminish as a major element. Zinc is associated with gold in many South
American epithermal deposits, and the gold-zinc association at Cerro Oro compares favorably to the same relationship seen at nearby
Marmato. Using the same exploration zoning model, Marmato would occur with similar abundant zinc and adularia, but below the zone
of mercury-antimony observed at Cerro Oro.

Below is a table of significant drill
results defined as 1m or greater, greater than 0.300 g Au/t. True thickness cannot be estimated but all holes are angled to test
high-angle vein-faults with an approximate 72° southeast dip:

|HOLE NUMBER | Interval       | Length | Grade   
|----------- | -------------- | ------ | --------
|            | (m)            | (m)    | (g Au/t)
|CO-001      | 30 to 41.7     | 11.70  | 0.388   
|including   | 30 to 35.7     | 5.70   | 0.633   
|            |                |        |         
|CO-001      | 56.0 to 60.7   | 4.70   | 1.374   
|including   | 57.7 to 58.7   | 1.00   | 3.670   
|            |                |        |         
|CO-001      | 78.5 to 80.5   | 2.00   | 0.546   
|            |                |        |         
|CO-002      | 65.2 to 66.2   | 1.00   | 0.679   
|            |                |        |         
|CO-002      | 122.2 to 125   | 2.80   | 0.866   
|including   | 122.2 to 123.8 | 1.60   | 1.170   
|            |                |        |         
|CO-003      | 22.3 to 23.4   | 1.10   | 1.250   
|            |                |        |         
|CO-003      | 34.6 to 36.5   | 1.90   | 0.364   
|            |                |        |         
|CO-003      | 66.15 to 67.60 | 1.45   | 3.530   






43 | Page






All five plus-1g Au/t intercepts contained
either banded quartz vein or vein-breccia over 1m or greater. The minus-1g Au/t intercepts contained pyritic stockwork or sheeted
pyritic veinlets and disseminated pyrite. Fine-grained adularia is associated with all gold occurrences. Some breccias contain
matrix supported, mineralized clasts that may be explosively injected from lower depths. Breccias are from 6 m to 20 m wide, although
the significant gold intervals within them are narrower. However in CO-001, 4.7 m of mixed banded vein and vein-breccia are significantly
mineralized.

Alteration is typified by abundant mixed
clays and more local silicification. In core, up to four cross-cutting events are observed. Adularia has two habits of occurrence
- both as vein and veinlet selvages or pervasive within other alteration.

This limited drill program tests 130m
of a system that has a mapped 1.5km strike and 600m width. Miranda believes that intercepting multiple mineralized zones justifies
continued drill tests of the large epithermal gold system at Cerro Oro. Widely used epithermal zoning models suggest higher gold
grades are highly permissible below a near surface zone one of high mercury and antimony.

Miranda intends to do gridded auger soils
over the entire alteration zone and, where possible, determine clay species in soil pits, surface exposures and existing drill
core. Gridded soils should indicate the centers of stronger and more continuous areas of gold mineralization. Areas of high-temperature
illite may indicate upwelling fluid centers above high-grade mineralization. After modeling structural-dilational controls, future
drilling will be designed to test below the mercury-antimony zone.

Rock formations and mineralization

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

Oribella, within the department of
Antioquia, Colombia

Nature of interest and terms of acquisition

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



During the fiscal year ended August 31, 2015,
an additional $57,579 was spent on acquisition costs, and 70% of this ($40,305) was recovered from Agnico according to the Amended
Alliance Agreement. No further acquisition costs have been incurred to date.



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



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






44 | Page




Funding partner agreements

Formerly, Oribella was the subject of
the January 23, 2013, as amended October 25, 2013, strategic alliance agreement (“Alliance Agreement”) between the
Company and Agnico for precious metal exploration in Colombia. Under that Alliance Agreement, the Company and Agnico shared funding
30:70, respectively, in generative exploration expenditures, with Miranda as operator.

Miranda is currently seeking a joint
venture partner for Oribella.

Location and means of access to the
property

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

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

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

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

Rock formations and mineralization

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

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

In 2015, at Agnico’s request to
confirm continuity of surface outcrop mineralization, hand dug trenching was attempted. Unfortunately, the density and thickness
of the surface overburden prevented trenches from reaching bedrock. Additional surface outcrop samples were collected and the results
will be submitted to Agnico once they are received from the lab.

COLOMBIA PROJECTS DROPPED:

Cajamarca, within the departments
of Tolima and Quindio, Colombia

Nature of interest and terms of acquisition

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

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




45 | Page




On signing the Cajamarca Option, MAD
IV paid ExpoGold a total of US$30,000 and the Company issued a total of 30,000 common shares to ExpoGold. The Ibague option agreement
was terminated prior to the first anniversary payment becoming due, and the Fresno option agreement was terminated in 2012, and
both returned to ExpoGold.

The Cajamarca option agreement was terminated
on May 7, 2014, and Miranda wrote off the acquisition costs of $33,600 in the August 31, 2014 fiscal year.

Minagrande, within the department
of Antioquia, Colombia

Nature of interest and terms of acquisition

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

The agreement for Minagrande required
staged payments of US$92,000. Miranda had already made the canon payment (government fees) of $51,849 and the application was accepted
by, and was pending registration with, the national mining registry. On April 12, 2013, the Company paid canon fees (government
fees) to Ingeominas in Colombia of $51,849 for acquisition of the Minagrande property, of which Miranda recovered $36,294 from
Agnico pursuant to an agreement.

During the fiscal year ended August 31,
2015, Miranda and Agnico agreed to abandon the Minagrande property, and Miranda wrote off the residual acquisition costs of $15,555.

Pavo Real, Tolima Department, Colombia

Nature of interest and terms of acquisition

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

The terms of the Pavo Real Option were
agreed to in the Association Agreement.

Annual payments of US$100,000, plus the
issue of 100,000 common shares were required to maintain the option until the first milestone is achieved. The first milestone
was the definition of a NI 43-101 Measured and Indicated Resource greater than or equal to 250,000 ounces of gold equivalent. Rovira
was required to pay ExpoGold US$100,000 if it is less than 500,000 ounces of gold equivalent and US$250,000 if it were more. Additional
payments were owed by Rovira at various milestones as the steps to production progressed.

On June 25, 2010, the Company entered
into a SPA and SA with Red Eagle, effectively forming a corporate option to joint venture. The SPA and SA agreements became effective
on June 24, 2010. These agreements (SPA and SA) were terminated on December 31, 2014, and the 70 shares of Rovira were returned
to Miranda.

During the fiscal year ended August 31,
2016, Miranda abandoned the Pavo Real property and Miranda wrote off the residual acquisition costs of $131,290.

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






46 | Page






ITEM
4A	UNRESOLVED STAFF COMMENTS

Not applicable.



ITEM
5	- OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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

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

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

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

Results of Operations for the year ended
August 31, 2016, 2015 and 2014

The Company incurred a loss of $1,476,152
(2015 - $1,867,176; 2014 - $2,752,090) and a comprehensive loss of $1,435,358 for the year ended August 31, 2016 (2015 - $1,878,973;
2014 - $2,705,419).

Expenses for the year ending August 31,
2016 were $1,339,464 (2015 - $1,693,560; 2014 - $2,730,123).




47 | Page




Significant or noteworthy expenditure differences
between the three years include:



|                                                    | --- For the year ended ---                                                                                                                                                                                                                                                                    
|--------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                    | August 31,                                                                                                                                                                                                                                                                                    
|                                                    | 2016                                                                                                                                                                                                                                                                                          
|                                                    | $                                                                                                                                                                                                                                                                                             
|Loss for the year                                   | 1,476,152                                                                                                                                                                                                                                                                                     
|Exploration and evaluation expenditures             | 962,151                                                                                                                                                                                                                                                                                       
|                                                    |                                                                                                                                                                                                                                                                                               
|                                                    | Trending decrease is due to management’s focus on the Colombia and Alaska projects and the exit from Nevada.                                                                                                                                                                                  
|                                                    |                                                                                                                                                                                                                                                                                               
|Exploration and evaluation expenditure (recoveries) | (438,180)                                                                                                                                                                                                                                                                                     
|                                                    |                                                                                                                                                                                                                                                                                               
|                                                    | Trending decrease in recoveries is in relation to the recoverable exploration expenditures in Colombia.  Nevada recoveries are now zero.                                                                                                                                                      
|                                                    |                                                                                                                                                                                                                                                                                               
|Investor relations                                  | 53,733                                                                                                                                                                                                                                                                                        
|                                                    |                                                                                                                                                                                                                                                                                               
|                                                    | Trending decrease is due to the Company’s continued efforts to curtail discretionary spending in order to preserve the limited treasury.                                                                                                                                                      
|                                                    |                                                                                                                                                                                                                                                                                               
|Office rent, telephone, secretarial, and sundry     | 70,055                                                                                                                                                                                                                                                                                        
|                                                    |                                                                                                                                                                                                                                                                                               
|                                                    | It is the Company’s intent to curtail spending in this area; however, the fiscal 2015 increase over the fiscal 2014 spending is due to corporate development training costs incurred of $21,782.                                                                                              
|                                                    |                                                                                                                                                                                                                                                                                               
|Stock-based compensation                            | 92,225                                                                                                                                                                                                                                                                                        
|                                                    |                                                                                                                                                                                                                                                                                               
|                                                    | Trending decrease is due to the method of calculating this line item – the Black-Scholes option-pricing model uses the Company share price as a significant input – and the share price has fallen over the last three years.                                                                 
|                                                    |                                                                                                                                                                                                                                                                                               
|Travel and business promotion                       | 55,681                                                                                                                                                                                                                                                                                        
|                                                    |                                                                                                                                                                                                                                                                                               
|                                                    | Trending decrease is due to the Company’s continued efforts to curtail discretionary spending in order to preserve the limited treasury.                                                                                                                                                      
|                                                    |                                                                                                                                                                                                                                                                                               
|Wages and benefits                                  | 333,427                                                                                                                                                                                                                                                                                       
|                                                    |                                                                                                                                                                                                                                                                                               
|                                                    | Trending decrease is due to the Company’s continued efforts to curtail discretionary spending in order to preserve the limited treasury.  In addition, and due to the Company’s exit from Nevada in fiscal 2015 - the Company terminated all office and field staff stationed in Elko, Nevada.
|                                                    |                                                                                                                                                                                                                                                                                               



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

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




48 | Page




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

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

During the August 31, 2016, fiscal year,
the Company closed a non-brokered private placement with aggregate gross proceeds of $2,622,650 from the sale of 29,140,555 units
at a price of $0.09 per unit (a “Unit”). Each Unit comprised one common share and one non-transferable common share
purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional common share of
Miranda at a price of $0.12 until June 23, 2021. The common shares issued, and any common shares issued pursuant to the exercise
of Warrants prior to October 23, 2016 will be restricted from trading until October 24, 2016

During the August 31, 2015, fiscal year,
the Company issued 100,000 common shares pursuant to an option to joint venture agreement.

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

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

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

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

|                                 | Aug 31, 2016
        $ | May 31, 2016
        $ | Feb 29, 2016
        $ | Nov 30, 2015
        $ | Aug 31, 2015
        $ | May 31, 2015
        $ | Feb 28, 2015
        $ | Nov 30, 2014
        $
|-------------------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ----------------------
|Revenue                          | nil                    | nil                    | nil                    | nil                    | nil                    | nil                    | nil                    | nil                   
|Loss for the period              | (204,460)              | (460,461)              | (548,882)              | (262,349)              | (278,194)              | (478,175)              | (525,935)              | (584,872)             
|Basic and diluted loss per share | (0.00)                 | (0.01)                 | (0.01)                 | (0.00)                 | (0.00)                 | (0.01)                 | (0.01)                 | (0.01)                



Miranda began the fourth quarter of the
2016 fiscal year with cash of $1,756,217.   During the three months ended August 31, 2016, the Company expended $230,483
on operating activities, expended $10,082 on investing activities, and received net $2,554,075 for financing activities, and experienced
a negative effect of $21,727 from foreign exchange on cash, to end on August 31, 2016, with $4,048,000 in cash.

Miranda began the 2016 fiscal year with
cash of $2,901,091.   During the year ended August 31, 2016, the Company expended $1,441,458 on operating activities,
received $40,689 for investing activities, and received net $2,554,075 for financing activities, and experienced a negative effect
of $6,397 from foreign exchange on cash to end on August 31, 2016, with $4,048,000 in cash.




49 | Page




As at December 1, 2016, there were 4,762,500
stock options outstanding pursuant to the Plan, none of which were “in-the-money” (TSX.V closing price November 30,
2016 was $0.075). In addition, as at December 1, 2016, there were 49,976,355 share purchase warrants outstanding, none of which
were “in-the-money”.

|Authorized:
        an unlimited number of
        common
        shares without par value | Common Shares Issued and Outstanding | Common Share Purchase
        Warrants | Stock
        Options
|------------------------------------------------------------------------------------------ | ------------------------------------ | -------------------------------------- | ---------------------
|Outstanding as at August 31, 2016                                                          | 103,380,807                          | 49,976,355                             | 5,912,500            
|Stock options expired – October 21, 2016                                                   | -                                    | -                                      | (1,150,000)          
|Outstanding as at December 1, 2016                                                         | 103,380,807                          | 49,976,355                             | 4,762,500            



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

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

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

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

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

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

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

Miranda does not have any off-balance
sheet arrangements.




50 | Page




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

The following table outlines the current
contractual obligations of Miranda as at August 31, 2016:

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



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

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

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




51 | Page




ITEM
6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

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

The following table lists as of August
31, 2016, the names of the directors and senior management of Miranda. Each of the directors has served in his or her respective
capacity since his or her election and/or appointment and will serve until the next annual general meeting of shareholders.

|Name                 | Title                                           | Date First Elected/Appointed                                                                                                                                    
|-------------------- | ----------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Kenneth Cunningham 1 | Director, Chairman                              | January 28, 2016, Chairman; November 7, 2003, President of Miranda U.S.A. Inc.; February 9, 2004, as Chairman, President and Chief Executive Officer of Miranda.
|Joseph Hebert        | Director, President and CEO                     | January 28, 2016, President and CEO; December 8, 2003 as VP Exploration and as a Director on January 21, 2014.                                                  
|James Cragg 1, 2     | Director                                        | December 13, 2004                                                                                                                                               
|Kevin Nishi 1, 2     | Director                                        | February 16, 2015                                                                                                                                               
|Len Goldsmith 3      | Chief Financial Officer and Corporate Secretary | October 17, 2013, CFO;
        March 8, 2016, Corporate Secretary                                                                                               

1Member of the Audit Committee

2Member of the Compensation Committee

3Len Goldsmith was appointed as CFO effective October 17,
2013, and was appointed Corporate Secretary effective March 8, 2016

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

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

Kenneth Cunningham

Mr. Kenneth Cunningham,M.S.Geo, B.S.Geo, P. Geo, is a director and Chairman of Miranda.  Mr. Cunningham has nearly forty years experience
from diversified mineral exploration and mining geology through to executive management; over twenty of those years have been focused
in Nevada. Mr. Cunningham was previously Vice President of Nevada North Resources (U.S.A.) Inc., a private company involved in
Nevada exploration. Prior to his involvement with Nevada North, he was Exploration Manager with Uranerz U.S.A. Inc.  During
his tenure with Uranerz Mr. Cunningham led the acquisition and exploration effort that resulted in two Nevada discoveries; a four-million
ounce discovery in the Battle Mountain trend and a one-plus-million ounce discovery in the northern Carlin trend.  He was
also instrumental in establishing, and subsequently managing, Uranerz’ Mongolian gold exploration program.  Mr. Cunningham
has also been Vice President of Tenneco Minerals Company and a Resident Manager with Echo Bay Mining Company.  Mr. Cunningham
was a Director of Red Eagle Mining Corporation, a publicly traded mineral exploration company, until he stepped down in August
2015.




52 | Page




Joseph Hebert

Mr. Joseph Hebert, B.S. Geo. is the President,
Chief Executive Officer and Director of Miranda. Mr. Hebert brings over thirty years of experience from diversified mineral exploration
and mining geology through to senior geologist and exploration management. 25 of these years have been focused in Nevada. Most
recently, Mr. Hebert has been senior exploration geologist for the Cortez Joint Venture (Placer Dome and Kennecott Minerals) located
on the Battle Mountain Trend in North Central Nevada. He was a member of the exploration team who discovered the +8.5 million-ounce
Cortez Hills deposit. During his tenure at Cortez he directed all generative and acquisition efforts within the joint venture area
of interest. This included identifying, advancing, and drilling the discovery hole at the pediment-covered ET Blue Project, which
Barrick now calls Goldrush. Barrick reports a resource at Goldrush of 8.4 million ounces of gold. Mr. Hebert is credited with team
participation in multiple gold discoveries in Nevada and Utah over the course of his career and was instrumental in assembling
the company's exploration staff in both Elko, Nevada and Medellin, Colombia. This is the third time that Mr. Hebert and Mr. Cunningham
have worked together. Each of the previous associations has resulted in successful exploration discoveries in Nevada.

James Cragg

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

Kevin Nishi

Mr. Kevin Nishi has been a Partner at
Smythe LLP since 1996. Mr. Nishi has extensive background in accounting and auditing for public and private companies. He has been
an independent Director of Lincoln Mining Corporation since April 9, 2014 and Miranda Gold Corp. since February 2015. He served
as an Independent Director of Paget Minerals Corp. from August 6, 2009 to March 19, 2015. He served as an independent Director
at SnipGold Corp., until March 3, 2015. He served as an independent Director of Cascade Resources Ltd. from July 24, 2007 to March
23, 2009. He is a Chartered Professional Accountant and Chartered Business Valuator. Mr. Nishi holds a Bachelor of Business Administration
degree from Simon Fraser University. Mr. Nishi is an independent director.

Len Goldsmith

Mr. Len Goldsmith joined Miranda as its
controller on September 22, 2010; was named Chief Financial Officer on October 17, 2013; and was appointed the Corporate Secretary
on March 8, 2016. He is a member of the Chartered Professional Accountants (CPA) of British Columbia and Canada, upon the unification
of the Canadian legacy accounting bodies including the Canadian Certified General Accountants Association of B.C. and Canada, of
which Mr. Goldsmith was a member, since 1991. Mr. Goldsmith is also a designated fellow of the Association of Chartered Certified
Accountants (“FCCA”) based in the United Kingdom, and obtained his IFRS Certification (“CertIFR”) from
the ACCA in 2009. Mr. Goldsmith’s experience as an accountant has been broad and it has taken him in and out of the mining
industry over his +30 year career, including a post as accountant for Hudson Bay Mining & Smelting in Flin Flon, Manitoba (Trout
Lake Copper Mine and the Namew Lake Nickel Mine); accountant for Peace River Coal (Anglo American PLC) in Vancouver; assistant
controller for North American Tungsten in Vancouver; as CFO for a coal beneficiation company in Turkey; and as CFO for a private
gold exploration company, also in Turkey.

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

Miranda pays to each director, who is
not an employee, member of management or a consultant to Miranda, an annual fee for his services as a director of Miranda, and
additional fees for chairing committees. In the fiscal year ended August 31, 2016, Miranda paid $40,248 in director fees (2015:
$36,918; 2014: $28,371). Directors of Miranda are entitled to be reimbursed for reasonable expenditures incurred in performing
their duties as directors. Miranda does, from time to time, grant options to purchase common shares to the directors.




53 | Page




The following table sets out details of
incentive stock options granted by Miranda to the non-executive directors during the fiscal year ended August 31, 2016.

|Name           | Date of Grant | Options Granted | Exercise Price | Expiry date 
|-------------- | ------------- | --------------- | -------------- | ------------
|James F. Cragg | Jan 28, 2016  | 100,000         | $0.12          | Jan 28, 2021
|Kevin Nishi    | Jan 28, 2016  | 100,000         | $0.12          | Jan 28, 2021



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

The following table is a summary of the
compensation paid to Miranda’s senior management in the most recently completed financial year ended August 31, 2016.

Summary Compensation

|Name and principal position                                                  | Fiscal year endedAugust 31 | Salary    | Bonus | Other annual compensation | Securities
        Under
        Options Granted | Restricted
        Shares or
        Restricted
        Share
        Units ($)
|---------------------------------------------------------------------------- | -------------------------- | --------- | ----- | ------------------------- | ------------------------------------------------ | -------------------------------------------------------------------------------
|Kenneth D. Cunningham(1)Chairman                                             | 2016                       | $ 159,177 | Nil   | Nil                       | 350,000                                          | Nil                                                                            
|Joseph Hebert(2)
        President & CEO                                     | 2016                       | $ 215,334 | Nil   | Nil                       | 600,000                                          | Nil                                                                            
|Len Goldsmith(3)
        Chief FinancialOfficer, Corporate
        Secretary | 2016                       | Nil       | Nil   | $ 37,500                  | 400,000                                          | Nil                                                                            
|Doris A. Meyer(4)
        Former Corporate Secretary                         | 2016                       | Nil       | Nil   | $ 95,084                  | 100,000                                          | Nil                                                                            

| | (1) | During the financial year ended August 31, 2016, Mr. Cunningham
was paid US$119,929 salary (2015 - $212,230; 2014 - $206,335), the approximate Canadian dollar equivalent of $159,177 using an
average exchange rate for the current financial year of 1.3273 (2015 – 1.2101; 2014 – 1.0777). See “Termination
of Employment, Change in Responsibilities and Employment Contracts” below.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | During the financial year ended August 31, 2016, Mr. Hebert was
paid US$162,240 (2015 - US$162,240; 2014 - US$158,600), the approximate Canadian dollar equivalent of $215,334 using an average
exchange rate for the current financial year of 1.3273 (2015 – 1.2101; 2014 – 1.0777). See “Termination of Employment,
Change in Responsibilities and Employment Contracts” below.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Consulting fees are paid to Goldnor Global Management Inc., a company
owned by Len Goldsmith. Goldnor was paid consulting fees of $37,500 for the provision of
both the Chief Financial Officer and Corporate Secretary functions, beginning on March 1, 2016.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Consulting fees were paid to Golden Oak
Corporate Services Ltd., a company owned by Doris Meyer. Golden Oak was paid consulting fees of $95,084 (including the termination
fee) for the provision of both the Chief Financial Officer and Corporate Secretary functions until March 8, 2016, when the agreement
was terminated.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Kenneth D. Cunningham, the Chairman of
Miranda, entered into an amended and restated employment agreement (the “Cunningham Agreement”) with Miranda on January
28, 2016, pursuant to which Mr. Cunningham agreed to perform the duties and fulfill the responsibilities consistent with the position
held in consideration of an annual salary of US$54,000, plus benefits of approximately US$36,000 per year. Mr. Cunningham’s
employment pursuant to the Cunningham Agreement is for a four-year term, continuing until terminated pursuant to the terms of the
Cunningham Agreement. Miranda may terminate the Cunningham Agreement for cause, as more particularly set out in the Cunningham
Agreement, or at any time without cause by making a lump-sum payment to Mr. Cunningham equal to the amount of remaining salary
and benefits owing to the expiry of the original term of the Cunningham Agreement. Mr. Cunningham may terminate the Cunningham
Agreement at any time without cause on 30-days’ written notice to Miranda, with all remaining salary and benefits ceasing
on that effective date.




54 | Page




Joseph Hebert, the President and Chief Executive
Officer for Miranda, entered into an amended and restated employment agreement (the “Hebert Agreement”) with Miranda
on January 28, 2016, pursuant to which Mr. Hebert agreed to perform the duties and fulfill the responsibilities consistent with
the position held in consideration of an annual salary of US$162,240, plus benefits of approximately US$36,000 per year. Mr. Hebert’s
employment pursuant to the Hebert Agreement is for an indefinite term, continuing until terminated pursuant to the terms of the
Hebert Agreement. Miranda may terminate the Hebert Agreement for cause, as more particularly set out in the Hebert Agreement, or
at any time without cause by payment to Mr. Hebert equal to two times his annual salary plus one times his annual benefits, based
on the annual salary and benefits pursuant to the Hebert Agreement at the time of termination, and all wages and benefits owing
to Mr. Hebert up to and including his last day of employment (collectively, the “Severance Package”, as defined in
the Hebert Agreement). Mr. Hebert may terminate the Hebert Agreement on 60-days’ written notice to Miranda if: (i) Miranda
makes a material adverse change in the salary, duties, or responsibilities assigned to Mr. Hebert pursuant to the Hebert Agreement;
or (ii) a “change in control” (as defined in the Hebert Agreement) of Miranda occurs; in either of which cases, Miranda
shall pay to Mr. Hebert the Severance Package. Mr. Hebert may terminate the Hebert Agreement at any time without cause on 60-days’
written notice to Miranda, with all remaining salary and benefits ceasing on that effective date.



On March 1, 2016, Miranda entered into a consulting
agreement (the “Goldnor Agreement”) with Len Goldsmith and his company, Goldnor Global Management Inc. (“Goldnor”).
The services of Len Goldsmith, as Chief Financial Officer and Corporate Secretary of Miranda are provided by and performed under
the Goldnor Agreement. Goldnor provides Miranda with accounting, financial, corporate, and regulatory compliance services in consideration
of an annual service fee of $150,000, pro-rated for time spent on Miranda business, plus applicable taxes; plus reimbursement of
all pre-approved expenses incurred by Goldnor in furtherance of or in connection with the business of Miranda and its subsidiaries.
Miranda may terminate the Goldnor Agreement immediately for cause, or with 30-days notice, or payment in lieu of notice. The Goldnor
Agreement contains non-disclosure and non-solicitation provisions typical of an agreement of this nature.



On April 1, 2010, as amended October
17, 2013, Miranda entered into a consulting agreement (the “Golden Oak Agreement”) with Doris Meyer and her wholly
owned company, Golden Oak Corporate Services Ltd. (“Golden Oak”). The Golden Oak Agreement was terminated on March
8, 2016, upon Miranda giving notice and making the required termination payment of $30,947. The services of Doris Meyer, as Corporate
Secretary of Miranda and Len Goldsmith as Chief Financial Officer of Miranda were being provided by and performed under the Golden
Oak Agreement. Golden Oak provided Miranda with accounting, financial, corporate, and regulatory compliance services in consideration
of an annual service fee of $123,789, since April 1, 2014, plus applicable taxes and reimbursement of reasonable office costs and
expenses and all pre-approved travel and out-of-pocket expenses incurred by Golden Oak in furtherance of or in connection with
the business of Miranda and its subsidiaries.

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

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

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




55 | Page




Audit committee charter

Purpose of the committee

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

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



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

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

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

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

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

Authority and responsibilities

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

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

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

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

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








56 | Page






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

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

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

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

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

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

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

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

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

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

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



Audit committee members

For the fiscal year ended August 31,
2016, the Audit Committee of the Board of Miranda is comprised of Messrs. Ken Cunningham, Kevin Nishi, and James Cragg. Mr. Nishi
and Mr. Cragg are considered independent and Mr. Cunningham, being a member of management, is not considered independent. All of
the Audit Committee members have the ability to read and understand Miranda’s financial statements.

Kevin Nishi is a Chartered Professional
Accountant (CPA) and is a Certified Business Valuator (CBV). Mr. Nishi is also considered a financial expert.

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

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

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

Compensation Committee

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




57 | Page




For the fiscal year ended August 31,
2016, the Compensation Committee of the Board of Miranda included Messrs. James Cragg and Kevin Nishi. Both members are considered
“independent” as that term is defined in applicable securities legislation.

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

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

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

As of August 31, 2016, there are two
full time employees in Nevada and five full time employees in Colombia. Len Goldsmith, the Chief Financial Officer and Corporate
Secretary, is retained pursuant to the Goldnor Agreement.

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

The following table sets forth, as of
November 30, 2016, the number of Miranda’s common shares beneficially owned by the directors and members of senior management
of Miranda, individually, and as a group, and the percentage of ownership of the outstanding common shares represented by such
shares.

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

Directors and Senior Management
Share Ownership as at November 30, 2016

|Name of Beneficial
        Owner | Title of Class | Number of Securities of Class * | Percent of  Class *
|-------------------------------- | -------------- | ------------------------------- | -------------------
|Kenneth Cunningham               | Common         | 2,563,500                       | 2.35%              
|Joseph Hebert                    | Common         | 3,944,000                       | 3.62%              
|James F. Cragg                   | Common         | 411,994                         | 0.38%              
|Kevin Nishi                      | Common         | 422,222                         | 0.39%              
|Len Goldsmith                    | Common         | 1,147,500                       | 1.05%              
|TOTAL                            | Common         | 8,489,216                       | 7.79%              



*Based
on 103,380,807 common shares outstanding, and assuming all of the options and warrants (5,566,111 as a group) held by directors
and officers as at November 30, 2016, were exercised.

| | · | Kenneth Cunningham owns 1,133,500 common
shares; 380,000 warrants; and holds a total of 1,150,000 stock options with exercise prices and expiry dates as shown in the table
below;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Joseph Hebert owns 1,404,000 common shares;
1,315,000 warrants; and holds a total of 1,225,000 stock options with exercise prices and expiry dates as shown in the table below;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Kevin Nishi owns 111,111 common shares; 111,111
warrants; and holds a total of 200,000 stock options with exercise prices and expiry dates as shown in the table below;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | James Cragg owns 79,494 common shares and
holds a total of 332,500 stock options with exercise prices and expiry dates as shown in the table below; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Len Goldsmith owns 295,000 common shares;
280,000 warrants; and holds a total of 572,500 stock options with exercise prices and expiry dates as shown in the table below.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------






58 | Page




As of November
30, 2016, the directors and officers held as a group, directly or indirectly, an aggregate of 2,923,105 common shares; 2,086,111
warrants; and 3,480,000 stock options.

Options to Purchase Securities



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

Summary of the
2013 Stock Option Plan

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

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

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

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




59 | Page




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

The names and titles of the Directors
and Executive Officers of Miranda to whom outstanding stock options have been granted and the number of common shares subject to
such options is set forth in the following table as of November 30, 2016, as well as the number of options granted to Directors
and all employees as a group. The exercise price of the options is stated in Canadian Dollars.

Stock Options Outstanding as at November
30, 2016:

|Name               | Title                | Number of Shares of Common Stock                                     | Exercise Price
        $                                      | Expiration Date                                                                                                      
|------------------ | -------------------- | -------------------------------------------------------------------- | ------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------
|Kenneth Cunningham | Sr.Officer/Director  | 300,000
        200,000
        300,000
        350,000              | 0.305
        0.155
        0.145
        0.120               | September 24, 2017
        October 17, 2018
        September 3, 2019
        January 28, 2021                       
|Joe Hebert         | Sr.Officer/Director  | 200,000
        175,000
        250,000
        600,000              | 0.305
        0.155
        0.145
        0.120               | September 24, 2017
        October 17, 2018
        September 3, 2019
        January 28, 2021                       
|James F. Cragg     | Director             | 70,000
        62,500
        100,000
        100,000                | 0.305
        0.155
        0.145
        0.120               | September 24, 2017
        October 17, 2018
        September 3, 2019
        January 28, 2021                       
|Kevin Nishi        | Director             | 100,000
        100,000                                              | 0.145
        0.120                                           | February 16, 2020
        January 28, 2021                                                                           
|Len Goldsmith      | Sr.Officer(2)        | 22,500
        75,000
        75,000
        100,000
        300,000 | 0.305
        0.155
        0.145
        0.120
        0.120 | September 24, 2017
        October 17, 2018
        September 3, 2019
        January 28, 2021
        April 25, 2021
|Doris Meyer        | Former Sr.Officer(1) | 130,000
        25,000
        75,000
        100,000                | 0.305
        0.155
        0.145
        0.120               | September 24, 2017
        October 17, 2018
        September 3, 2019
        January 28, 2021                       

| | (1) | Doris Meyer retired as the CFO on October
17, 2013; and retired as Corporate Secretary on March 7, 2016.
| | --- | --------------------------------------------------------------------------------------------------------

| | (2) | Len Goldsmith was appointed as CFO with
effect from October 17, 2013; and as Corporate Secretary with effect from March 8, 2016.
| | --- | --------------------------------------------------------------------------------------------------------------------------------



Total Officers/Directors (5 persons) = 3,480,000
at November 30, 2016

Total Officers/Directors/Employees = 4,762,500
at November 30, 2016



ITEM
7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

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

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

| | · | Global Strategic Management Inc. reported on Schedule 13G to the Securities Exchange Commission
on June 30, 2016, that as at June 30, 2016, it held:
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Sole voting and dispositive power over 5,559,033 common shares of Miranda held in the name of Global
Strategic Management Inc., representing 5.4%, and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Sole and shared voting, and sole and shared dispositive power over 12,706,000 common shares of
Miranda held in the name of EuroPac Gold Fund, representing 12.3%; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Total, for a combined total of 18,265,033 common shares or 17.7% at June 30, 2016.
| | - | ----------------------------------------------------------------------------------

| | · | Sprott Inc. reported on Schedule 13G to the Securities Exchange Commission on June 30, 2016, that
as at June 30, 2016, it held sole voting and dispositive power over 4,248,685 common shares of Miranda representing 4.1%.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






60 | Page




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

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

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

Miranda’s registered shareholder
list for Miranda’s common shares, dated April 30, 2016, showed 54 registered shareholders and 74,240,252 shares outstanding
of which 37 of these registered shareholders were US residents including one that is a depository for US residents, so that US
residents own 21,760,677 common shares representing 29.31% of the issued and outstanding shares of Miranda.

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

During
the year ended August 31, 2016, 2015, and 2014, the Company:



| | a) | paid $95,084 (2015 - $123,789; 2014 - $121,012) to Golden
Oak Corporate Services Ltd., a company controlled by a former common officer pursuant to a contract for consulting fees;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | paid $37,500 (2015 - $nil; 2014 - $nil) to Goldnor Global
Management Inc. a company controlled by a common officer pursuant to a contract for consulting fees; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | paid fees to independent directors of $40,248 (2015 = $36,918;
2014 - $28,371).
| | -- | -------------------------------------------------------------------------------



At August
31, 2016, an amount of $25,462 for fees and/or expenses owed to officers are included in accounts payable and accrued liabilities
(Aug. 31, 2015 - $28,896; Aug. 31, 2014 - $34,773). These amounts were settled in the ordinary course of business shortly after
the year-end.



Other than as disclosed above, there
have been no transactions during the 2016 fiscal year which have materially affected or will materially affect Miranda in which
any director, executive officer, or beneficial holder of more than 5% of the outstanding common stock, or any of their respective
relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest. Management believes
the transactions referenced above were on terms at least as favorable to Miranda as Miranda could have obtained from unaffiliated
parties.

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

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




61 | Page




ITEM
8	FINANCIAL INFORMATION

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



Financial Statements



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



Legal and Arbitration Proceedings



Miranda is not involved in
any legal or arbitration proceedings.



Dividends



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

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

No significant changes have occurred
since the date of Miranda’s most recent audited financial statements, August 31, 2016, other than disclosed in this Annual
Report on Form 20-F, items represented in Note 18 to the financial statements, and property update activities as reported in Note
10 to the financial statements for the year ended August 31, 2016.

ITEM
9	THE OFFER AND LISTING

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

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

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

TSX.V Stock Trading Activity, sales prices

|For the Fiscal Year ended | High
        $ | Low
        $
|------------------------- | -------------- | -------------
|August, 2016              | 0.180          | 0.055        
|August, 2015              | 0.150          | 0.070        
|August, 2014              | 0.210          | 0.110        
|August, 2013              | 0.340          | 0.125        
|August, 2012              | 0.500          | 0.240        






62 | Page




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

TSX.V Stock Trading Activity, sales

|For the three month period
        ended | Volume     | High
        $ | Low
        $ | Maximum Close
        $
|---------------------------------------- | ---------- | -------------- | ------------- | -----------------------
|Feb 28/15                                | 2,018,614  | 0.120          | 0.085         | 0.120                  
|May 31/15                                | 3,113,412  | 0.100          | 0.070         | 0.100                  
|Aug 31/15                                | 2,691,059  | 0.105          | 0.070         | 0.100                  
|Nov 30/15                                | 8,472,340  | 0.085          | 0.065         | 0.085                  
|Feb 29/16                                | 3,271,459  | 0.100          | 0.055         | 0.090                  
|May 31/16                                | 13,775,215 | 0.120          | 0.075         | 0.110                  
|Aug 31/16                                | 12,741,266 | 0.180          | 0.085         | 0.165                  
|Nov 30/16                                | 10,971,886 | 0.170          | 0.065         | 0.160                  





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

TSX.V Stock Trading Activity, sales prices

|Period ended | High
        $ | Low
        $
|------------ | -------------- | -------------
|Jun-16       | 0.105          | 0.085        
|Jul-16       | 0.180          | 0.120        
|Aug-16       | 0.150          | 0.110        
|Sep-16       | 0.170          | 0.110        
|Oct-16       | 0.125          | 0.085        
|Nov-16       | 0.090          | 0.065        



Price Fluctuations: Share Price
Volatility

In recent years, securities markets in
Canada have experienced a high level of price and volume volatility, and the market price of many resource companies, particularly
those considered speculative exploration companies, have experienced wide fluctuations in price which have not necessarily been
related to operating performance or underlying asset values on prospects of such companies. Miranda’s shares fluctuated during
fiscal 2016, from a low of $0.055 to a high of $0.18; and for the most recent six months from a low of $0.065 to a high of $0.18.
Exploration for minerals is considered high risk and highly speculative and the trading market for mineral exploration companies
is characteristically volatile, with wide fluctuation of price and volume only in part related to progress of exploration. There
can be no assurance that continual fluctuations in Miranda’s share price and volume will not occur.

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

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




63 | Page


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

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

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



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

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

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

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

ITEM
10	ADDITIONAL INFORMATION

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

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

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

Incorporation

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

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

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

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

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

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

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

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




64 | Page




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

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

Certain Canadian Federal Income
Tax Consequences

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

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

Dividends on Common Shares
and Other Income

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

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

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




65 | Page




Dispositions of Common Shares

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

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

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

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



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



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

Certain U.S. Tax Consequences

U.S. Federal Income Tax Consequences

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

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

U.S. Holders

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




66 | Page




Distributions on Our Common
Shares

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

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

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




67 | Page




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

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

Foreign Tax Credit

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

Disposition of Our Common
Shares

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




68 | Page




Other Considerations

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

Foreign Personal Holding Company

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

Foreign Investment Company

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

Passive Foreign Investment Company

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

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

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

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




69 | Page




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

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

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

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

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

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

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

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




70 | Page




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

Controlled Foreign Corporation

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

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

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

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

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

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

Any of the documents
referred to in this Form 20-F can be viewed at the office of Miranda, which is located at 15381 – 36th Avenue,
South Surrey, British Columbia V3Z 0J5 during normal business hours. All of the documents referred to above are in English.

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




71 | Page




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

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



ITEM
11	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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



ITEM
12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable





PART II

ITEM
13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable

ITEM
14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

Not applicable

ITEM
15	CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period
covered by this Form 20-F Annual Report for the fiscal year ended August 31, 2016, an evaluation was carried out under the supervision
of and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures
(as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation the CEO and the
CFO have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were
effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to
the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable
rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated
and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding
required disclosure.

Management’s Report on Internal Control
over Financial Reporting

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

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

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

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






72 | Page




The Company's management
assessed the effectiveness of the Company's internal control over financial reporting as of August 31, 2016. In making this assessment,
it used the criteria set forth in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based on this assessment, management concluded that, as of August 31, 2016, the Company's internal
control over financial reporting is effective, based on those criteria.

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

Attestation Report
of the Registered Accounting Firm

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

Changes in Internal Controls over Financial
Reporting

There were no changes
in our internal control over financial reporting that occurred during our most recently completed fiscal year ended August 31,
2016, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



ITEM
15T	CONTROLS AND PROCEDURES

Not applicable

ITEM
16	[RESERVED]

ITEM
16A	AUDIT COMMITTEE FINANCIAL EXPERT

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

ITEM
16B	CODE OF ETHICS

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



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



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



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



- compliance with applicable governmental laws, rules and regulations;



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



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



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






73 | Page




ITEM
16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the financial years ended August
31, 2016, 2015 and 2014, Davidson & Company LLP, Chartered Professional Accountants, (“Davidson”) served as Miranda’s
auditor.

The chart below sets forth the total
amount accrued by Miranda to Davidson for services performed in the fiscal years 2016, 2015, and 2014; and breaks down these amounts
by category of service.

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

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

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

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

|Principal Accountant Fees and Services | Fiscal Year ended
        August 31, 2016
        $ | Fiscal Year ended
        August 31, 2015
        $ | Fiscal Year ended
        August 31, 2014
        $
|-------------------------------------- | --------------------------------------------------- | --------------------------------------------------- | ---------------------------------------------------
|Audit Fees                             | 45,000                                              | 44,000                                              | 45,000                                             
|Tax Fees                               | 8,500                                               | 8,750                                               | 7,500                                              
|All Other Fees                         | -                                                   | -                                                   | 1,500                                              
|TOTAL                                  | 53,500                                              | 52,750                                              | 54,000                                             

Audit Committee's pre-approval policies and procedures

The Audit Committee nominates and engages the
independent auditors to audit the financial statements, and approves all audit services, audit-related services, tax services and
other services provided by Davidson. Any services provided by Davidson that are not specifically included within the scope of the
audit must be pre-approved by the audit committee prior to any engagement. The audit committee is permitted to approve certain
fees for audit-related services, tax services and other services pursuant to a de minimusexception before the completion
of the engagement. In fiscal 2016, 2015, and 2014, fees paid to Davidson were approved pursuant to the de minimusexception
for tax services.






74 | Page




ITEM
16D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable

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

Not Applicable

ITEM
16F	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not Applicable

ITEM
16G	CORPORATE GOVERNANCE

Not applicable

ITEM
16H	MINE SAFETY DISCLOSURE

Not applicable






75 | Page




PART
III

ITEM
17 	FINANCIAL STATEMENTS

Miranda is furnishing financial statements
under Item 18.

ITEM
18 	FINANCIAL STATEMENTS

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

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

| | a) | Auditor’s Report, dated December 15, 2016;
| | -- | ------------------------------------------

| | b) | Consolidated Statements of Financial Position as of August 31, 2016, and August 31, 2015;
| | -- | -----------------------------------------------------------------------------------------

| | c) | Consolidated Statements of Loss and Comprehensive Loss for the years ended August 31, 2016, August
31, 2015, and August 31, 2014;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------

| | d) | Consolidated Statements of Cash Flows for the years ended August 31, 2016, August 31, 2015, and
August 31, 2014;
| | -- | ----------------------------------------------------------------------------------------------------------------

| | e) | Consolidated Statements of Changes in Equity for the years ended August 31, 2016, August 31, 2015,
and August 31, 2014; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------

| | f) | Notes to Consolidated Financial Statements for the years ended August 31, 2016, August 31, 2015,
and August 31, 2014.
| | -- | ---------------------------------------------------------------------------------------------------------------------

ITEM
19	EXHIBITS

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

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



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

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

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

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






76 | Page




Signatures

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



MIRANDA GOLD CORP.

By: “Joseph P. Hebert”

Joseph P. Hebert, President, and Chief Executive
officer



Date: December 15, 2016




77 | Page




EXHIBIT INDEX

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



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