CONSOLIDATED FINANCIAL STATEMENTS











For the years ended August 31, 2011, 2010 and 2009





(Stated in Canadian Dollars)














1
 INDEPENDENT AUDITORS' REPORT   To the Shareholders of Miranda Gold Corp.  We have audited the accompanying consolidated financial statements of Miranda Gold Corp. which comprise the consolidated balance sheets as at August 31, 2011 and 2010 and the consolidated statements of operations and comprehensive loss, cash flows and shareholders equity for the years then ended, and a summary of significant accounting policies and other explanatory information. Managements Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.  Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with Canadian generally accepted auditing standards and with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.  The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.  Opinion In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Miranda Gold Corp. as at August 31, 2011 and 2010 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles. Emphasis of Matter Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which describes conditions and matters that indicate the existence of a material uncertainty that may cast significant doubt about Miranda Gold Corp.s ability to continue as a going concern.     DAVIDSON & COMPANY
  LLP" Vancouver, CanadaChartered AccountantsDecember 13, 2011




2




















AUDITORS’ REPORT





To the Shareholders of


Miranda Gold Corp.





We have audited the consolidated statements of loss and comprehensive loss, cash flows, and shareholders’ equity for the year ended August 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.





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





In our opinion, these consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended August 31, 2009 in accordance with Canadian generally accepted accounting principles.








Vancouver, Canada                                                               “Morgan & Company”





December 9, 2009                                                                        Chartered Accountants



































3


MIRANDA GOLD CORP.





CONSOLIDATED BALANCE SHEETS


(Stated in Canadian Dollars)








August 31,


August 31,Note


2011


2010ASSETSCurrentCash and cash equivalents


5


$
7,636,663


$
10,298,439Amounts receivable


6



477,751



103,324Marketable securities

4 & 7



378,300



139,500Advances and prepaid expenses


8



101,002



123,9198,593,716



10,665,182Equipment


9



207,955



148,851Mineral interests


10



304,030



554,671$
9,105,701


$
11,368,704LIABILITIES AND SHAREHOLDERS' EQUITYCurrentAccounts payable and accrued liabilities


11


$
178,392


$
199,393Shareholders' equityShare capital






26,502,488



25,839,086Contributed surplus






6,889,610



6,395,623Warrants






1,005,613



809,028Accumulated other comprehensive income






98,864



34,500Deficit






(25,569,266
)


(21,908,926
)8,927,309



11,169,311$
9,105,701


$
11,368,704
 
 Nature of operations and going concern
1Subsequent events
10 & 18


Approved by the Board of Directors on December 13, 2011













“Kenneth Cunningham”

“G. Ross McDonald”Kenneth Cunningham, Director

G. Ross McDonald, Director










See notes to the consolidated financial statements
 4


MIRANDA GOLD CORP.





CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


(Stated in Canadian Dollars)








Year ended August 31,Note


2011


2010


2009ExpensesAmortization




$
79,599


$
48,111


$
48,973Consulting





124,321



136,569



160,233Directors fees





32,129



43,355



28,463Foreign exchange





44,265



25,234



(32,402
)Insurance





41,575



41,046



53,795Investor relations





204,499



189,529



191,174Management fees earned





(3,123
)


-



(16,920
)Mineral property income





(40,914
)


(59,028
)


(238,837
)Office rent, telephone, secretarial, sundry



190,850



207,395



158,042Professional fees





80,398



253,043



74,004Property exploration costs (Schedule 1)



1,350,487



1,160,054



469,110Stock based compensation





556,703



174,832



537,550Travel and business promotion





123,044



173,867



146,463Transfer agent, filing and regulatory fees



56,400



65,619



51,981Wages and benefits





733,037



792,729



771,7003,573,270



3,252,355



2,403,329Loss before other items





(3,573,270
)


(3,252,355
)


(2,403,329
)Other itemsInterest earned





105,736



58,700



207,613Write-off of mineral interests





(206,929
)


(27,580
)


(169,210
)Loss on disposal of equipment





-



(4,440
)


-Gain on sale of marketable securities



-



94,844



27,965(101,193
)


121,524



66,368Loss before income taxes





(3,674,463
)


(3,130,831
)


(2,336,961
)Future income tax recovery


15



14,123



-



-Loss for the year






(3,660,340
)


(3,130,831
)


(2,336,961
)Unrealized gain (loss) on marketablesecurities, net of tax



64,364



(64,925
)


69,939Comprehensive loss for the year





$
(3,595,976
)

$
(3,195,756
)

$
(2,267,022
)Basic and diluted loss per common share


$
(0.07
)

$
(0.07
)

$
(0.05
)Weighted average number of commonshares outstanding



52,435,384



47,877,477



44,892,010








See notes to the consolidated financial statements
 5


MIRANDA GOLD CORP.





CONSOLIDATED STATEMENTS OF CASH FLOWS


(Stated in Canadian Dollars)








Year ended August 31,2011


2010


2009Cash provided from (used for):Operating activitiesLoss for the year

$
(3,660,340
)

$
(3,130,831
)

$
(2,336,961
)Items not affecting cash:Amortization


79,599



48,111



48,973Future income tax recovery


(14,123
)


-



-Unrealized foreign exchange loss


3,980



2,776



-Write-off of mineral interests


206,929



27,580



169,210Shares received as mineral property income


(29,334
)


(24,167
)


-Stock based compensation


556,703



174,832



537,550Loss on disposal of equipment


-



4,440



-Gain on sale of marketable securities


-



(94,844
)


(27,965
)(2,856,586
)


(2,992,103
)


(1,609,193
)Change in non-cash working capital items:Amounts receivable


(221,573
)


47,394



120,848Advances and prepaid expenses


22,917



(52,521
)


(10,691
)Accounts payable and accrued liabilities


(21,001
)


106,335



(50,851
)(3,076,243
)


(2,890,895
)


(1,549,887
)Investing activitiesEquipment purchases


(138,703
)


(74,377
)


(60,819
)Mineral interest recoveries


12,764



154,625



-Mineral interest acquisitions


(83,273
)


(333,500
)


(35,108
)Proceeds from sale of marketable securities


-



116,844



60,965(209,212
)


(136,408
)


(34,962
)Financing activitiesShares issued


627,750



3,723,720



-Share issue costs


(4,071
)


(85,594
)


-623,679



3,638,126



-Increase (decrease) in cash and cash equivalents


(2,661,776
)


610,823



(1,584,849
)Cash and cash equivalents, beginning of the year


10,298,439



9,687,616



11,272,465Cash and cash equivalents, end of the year

$
7,636,663


$
10,298,439


$
9,687,616Cash and cash equivalents is comprised of:Cash

$
7,636,663


$
10,298,439


$
258,436Short-term deposits


-



-



9,429,180$
7,636,663


$
10,298,439


$
9,687,616


Supplementary disclosure with respect to cash flows – Note 17





See notes to the consolidated financial statements
 6


MIRANDA GOLD CORP.





CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


(Stated in Canadian Dollars)





Number of Shares


Share

Capital


Contributed Surplus


Warrants


Accumulated Other Comprehensive Income


Deficit


Total Shareholders' EquityBalance, August 31, 2008


44,892,010


$
22,718,993


$
4,527,306


$
1,168,817


$
29,486


$
(16,441,134
)

$
12,003,468Stock based compensation


-



-



537,550



-



-



-



537,550Increase in unrealized holding gains on marketable securities


-



-



-



-



70,439



-



70,439Realized gain on sale of marketable

securities


-



-



-



-



(500
)


-



(500
)Loss for the year


-



-



-



-



-



(2,336,961
)


(2,336,961
)Balance, August 31, 2009


44,892,010



22,718,993



5,064,856



1,168,817



99,425



(18,778,095
)


10,273,996Expiration of warrants


-



-



1,164,511



(1,164,511
)


-



-



-Share issues:Private placement


5,686,492



2,914,305



-



781,915



-



-



3,696,220Finders' fee


180,950



101,332



-



-



-



-



101,332Share issue costs


-



(186,926
)


-



-



-



-



(186,926
)Exercise of warrants


15,000



12,556



-



(4,306
)


-



-



8,250Exercise of stock options


55,000



27,826



(8,576
)


-



-



-



19,250Fair value of share purchase warrants

issued pursuant to a mineral property

agreement


-



-



-



27,113



-



-



27,113Fair value of shares issued pursuant to a

mineral interest agreement


450,000



251,000



-



-



-



-



251,000Stock based compensation


-



-



174,832



-



-



-



174,832Increase in unrealized holding gains on

marketable securities


-



-



-



-



18,075



-



18,075Realized gain on sale of marketable

securities


-



-



-



-



(83,000
)


-



(83,000
)Loss for the year


-



-



-



-



-



(3,130,831
)


(3,130,831
)Balance, August 31, 2010


51,279,452



25,839,086



6,395,623



809,028



34,500



(21,908,926
)


11,169,311Share issues:Private placement


1,000,000



343,007



-



156,993



-



-



500,000Share issue costs


-



(4,071
)


-



-



-



-



(4,071
)Exercise of stock options


320,000



190,466



(62,716
)


-



-



-



127,750Fair value of share purchase warrants

issued pursuant to a mineral property

agreement


-



-



-



39,592



-



-



39,592Fair value of shares issued pursuant to a

mineral interest agreement


250,000



134,000



-



-



-



-



134,000Stock based compensation


-



-



556,703



-



-



-



556,703Increase in unrealized holding gains on

marketable securities, net of tax


-



-



-



-



64,364



-



64,364Loss for the year


-



-



-



-



-



(3,660,340
)


(3,660,340
)Balance, August 31, 2011


52,849,452


$
26,502,488


$
6,889,610


$
1,005,613


$
98,864


$
(25,569,266
)

$
8,927,309


See notes to the consolidated financial statements
 7


MIRANDA GOLD CORP.





SCHEDULE 1


PROPERTY EXPLORATION COSTS


(Stated in Canadian Dollars)








Year ended August 31, 2011Exploration Expenditures


Recoveries from funding partners


Net Exploration ExpendituresNevada:Angel Wing

$
251,471


$
(251,471
)

$
-Big Blue


177,741



(177,741
)


-Coal Canyon


33,159



(32,367
)


792East Spruce


34,980



-



34,980FUSE


3,481



-



3,481General exploration


332,813



-



332,813HOG


3,279



-



3,279Iron Point


68,536



-



68,536PPM / Poverty Peak


39,115



-



39,115Red Canyon


2,850



(2,850
)


-Red Hill


60,804



(60,804
)


-Redlich


2,022



-



2,022Rook


25,170



-



25,170TAZ


4,973



(2,893
)


2,0801,040,394



(528,126
)


512,268Alaska:Ester Dome


139,943



(72,102
)


67,841Colombia:Property investigation costs


770,378



-



770,378Pavo Real


5,575



(5,575
)


-Property exploration costs

$
1,956,290


$
(605,803
)

$
1,350,487
   See notes to the consolidated financial statements
 8


MIRANDA GOLD CORP.





SCHEDULE 1


PROPERTY EXPLORATION COSTS


(Stated in Canadian Dollars)





Year ended August 31, 2010Exploration Expenditures


Recoveries from funding partners


Net Exploration ExpendituresNevada:Angel Wing

$
101,075


$
(96,347
)

$
4,728Big Blue


144,581



(68,846
)


75,735BPV


85



(85
)


-Coal Canyon


65,256



(65,256
)


-CONO


(213
)


213



-FUSE


1,463



-



1,463General exploration


410,642



-



410,642HOG


6,873



-



6,873Iron Point


58,743



(47,855
)


10,888Neon


(13,397
)


-



(13,397
)Red Canyon


19,614



(19,614
)


-Red Hill


45,326



(44,237
)


1,089Redlich


17,630



-



17,630TAZ


50,032



-



50,032907,710



(342,027
)


565,683Alaska:Ester Dome


90,529



-



90,529Colombia:Property investigation costs


503,842



-



503,842Pavo Real


34,783



(34,783
)


-Property exploration costs

$
1,536,864


$
(376,810
)

$
1,160,054








See notes to the consolidated financial statements
 9


MIRANDA GOLD CORP.





SCHEDULE 1


PROPERTY EXPLORATION COSTS


(Stated in Canadian Dollars)








Year ended August 31, 2009Exploration Expenditures


Recoveries from funding partners


Net Exploration ExpendituresNevada:Angel Wing

$
69,885


$
(69,885
)

$
-BPV


7,094



(7,094
)


-Coal Canyon


122,709



(122,709
)


-CONO


12,044



(12,044
)


-FUSE


1,776



-



1,776General exploration


273,747



(10,805
)


262,942Horse Mountain


3,276



-



3,276Iron Point


36,508



(36,508
)


-Neon


16,239



-



16,239Big Blue


1,650



-



1,650Red Canyon


58,960



(58,960
)


-Red Hill


16,178



-



16,178Redlich


42,449



-



42,449662,515



(318,005
)


344,510Mexico:Property investigation costs


124,600



-



124,600Property exploration costs

$
787,115


$
(318,005
)

$
469,110
  10
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





1.
NATURE OF OPERATIONS AND GOING CONCERN





Miranda Gold Corp. (“Miranda” or the “Company”) is incorporated in British Columbia, Canada, and is in the business of acquiring and exploring mineral interests in Alaska and Nevada in the United States and Colombia, and has not yet determined whether its mineral interests contain ore reserves that are economically recoverable. The recoverability of the amounts spent for mineral interests is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its mineral interests, and upon future profitable production or proceeds from the disposition of the interests. The Company will periodically have to raise additional funds to continue operations and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future. To date the Company has not earned significant revenues, and is considered a company in the exploration stage.





These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) applicable to a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business.  As at August 31, 2011, the Company had an accumulated deficit of $25,569,266 and working capital of $8,415,324.





2.
SIGNIFICANT ACCOUNTING POLICIES





a)  Basis of Presentation and Consolidation





These financial statements include the accounts of the Company and its two wholly-owned subsidiaries: in the U.S.A., Miranda U.S.A. Inc.; and in Colombia, Miranda Gold Colombia I Ltd. (“MAD I”), along with the consolidated subsidiaries of MAD I.  Significant intercompany transactions and balances were eliminated on consolidation.





b)  Use of Estimates





The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses for the periods reported.  Significant estimates and assumptions include those related to the recoverability of deferred mineral property expenditures, estimated useful lives of equipment, determination as to whether costs are expensed or deferred, the existence of asset retirement obligations, stock based compensation valuations and future income tax assets and liabilities. Actual results could differ from these estimates.





The Company uses the Black-Scholes option pricing model to calculate the fair value of stock based compensation and share purchase warrants.  The Company uses historical data to determine volatility in accordance with Black-Scholes modelling, however the future volatility is inherently uncertain and the model has its limitations.  While these estimates can have a material impact on share based compensation and hence results of operations, there is no impact on the Company’s financial condition.





c)  Cash and Cash Equivalents





Cash includes cash on hand and demand deposits.  Cash equivalents comprise highly liquid short-term investments that are readily convertible to known amounts of cash.





d)  Equipment





Equipment is recorded at cost and is amortized over the economic lives using the declining balance method using the following rates:  Computer equipment 30%; Field equipment 25%; and Furniture and fixtures 20%.


11
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)


2.
SIGNIFICANT ACCOUNTING POLICIES (continued)





e)  Mineral Interests and Property Exploration Costs





Mineral property exploration costs, incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development, are charged to operations as incurred.  The Company considers feasibility to be a commercially mineable deposit which would consist of proven and probable reserves and the existence of a final or bankable feasibility study which is a detailed engineering study to determine if a property can be mined at a profit and the best way to mine it.  Development expenditures incurred subsequent to a development decision, and to increase or to extend the life of existing production, are capitalized and will be amortized on the unit-of-production method based upon estimated proven and probable reserves.





Mineral property acquisition costs are capitalized and include cash consideration and the fair value of common shares and warrants issued for mineral property interests. These costs are amortized over the estimated life of the property following commencement of commercial production.  If, after management review, it is determined that the carrying amount of a mineral property is impaired, that property is written down to its estimated net realizable value.   A mineral property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. For property acquired under an option agreement or by joint venture, where payments are made at the sole discretion of the Company, payments are recorded in the accounts at the time of payment.





Mineral property option payments received are first credited to the individual project’s mineral property costs before any remaining portion is recognized as mineral property income.





The amounts shown for mineral properties do not necessarily represent present or future values.  Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof.





f)  Impairment of Long-Lived Assets





The Company periodically evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  An impairment loss is recognized when estimated future cash flows resulting from the use of an asset and its eventual disposition is less than its carrying amount.





A mining enterprise in the development stage is not obliged to conclude that capitalized costs have been impaired due to the absence of a projected estimated future net cash flow from the mining enterprise.  Mineral properties in the development stage do not have established mineral reserves and a basis for the preparation of a projection of the estimated future net cash flow from the properties does not exist.  However, a mining enterprise is required to consider the conditions for impairment write-down.  The conditions include significant unfavourable economic, legal, regulatory, environmental, political and other factors.  In addition management’s development activities towards its planned principal operations are a key factor considered as part of the ongoing assessment of the recoverability of the carrying amount of mineral properties.  Whenever events or changes in circumstances indicate that the carrying amount of a mineral property in the exploration stage may be impaired the capitalized costs is written down to the estimated recoverable amount.  During the year ended August 31, 2011, the Company wrote-off $206,929 of mineral interests.





g)  Income Taxes





Income taxes are calculated using the asset and liability method of accounting.  Under this method current income taxes are recognized for the estimated income taxes payable for the current period.  Future income tax assets and liabilities are determined based on temporary differences between the tax basis of an asset or liability and its carrying amount on the balance sheet and on unclaimed losses carried forward.  Future income tax liabilities or assets are calculated using the tax rates anticipated to apply in the periods that the temporary differences are expected to reverse.


12
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)











2.
SIGNIFICANT ACCOUNTING POLICIES (continued)





g)  Income Taxes (continued)





Future tax assets are recognized to the extent that they are considered more likely than not to be realized.  A valuation allowance is recognized to the extent that the recoverability of future income tax assets is not considered more likely than not.





h)  Loss per Share





Basic loss per share is calculated by dividing the loss for the year by the weighted average number of common shares issued and outstanding during the year.  Diluted loss per share is calculated using the treasury stock method.  Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the period.  Basic and diluted loss per share are equal for the years ended August 31, 2011, 2010 and 2009 as outstanding stock options and warrants were all anti-dilutive.





i)  Foreign Currency Translation





These financial statements are presented in Canadian dollars unless otherwise stated. Transactions recorded in United States dollars and Colombian Peso have been translated into Canadian dollars using the Temporal Method as follows:





·
monetary items at the rate prevailing at the balance sheet date;




·
non-monetary items at the historical exchange rate;




·
revenue and expense at the average rate in effect during the applicable accounting period.







Gains or losses arising on translation are included in the results of operations.





j)  Asset Retirement Obligations





The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made.  The carrying amount of the related long-lived asset is increased by the same amount as the liability.  As at August 31, 2011, and 2010, the Company had no material asset retirement obligations in respect to its mineral property interests.





k)  Share Capital





The proceeds from the exercise of stock options and warrants are recorded as share capital in the amount for which the option and warrant enabled the holder to purchase a share in the Company, together with any fair value ascribed to the option or warrant at the time of grant or issue.





Share capital issued for non-monetary consideration is recorded at an amount based on fair value.





The proceeds from the issue of units is allocated between common shares and common share purchase warrants on a pro-rata basis based on relative fair values determined using the Black Scholes pricing model.





l)  Warrants





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





13
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





2.
SIGNIFICANT ACCOUNTING POLICIES (continued)





m)  Stock Based Compensation





The Company’s stock option plan provides for granting of stock options to directors, officers, employees and consultants.  The Company’s stock compensation expense is based on the fair value of the options on the date of grant, determined using the Black-Scholes option-pricing model.  Compensation costs are expensed over vesting periods with a corresponding increase to contributed surplus.  Stock options issued to outside consultants that vest over time are valued and adjusted on each vesting date as the services are rendered.  Upon exercise of the stock options consideration paid by the option holder together with the amount previously recognized in contributed surplus is recorded as an increase to share capital.





n)  Financial Instruments - Recognition and Measurement





All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities.  Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net loss.  Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method.  Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income (loss) and reported in shareholders’ equity.





Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as other than held-for-trading, which are expensed as incurred, are included in the initial carrying value of such instruments.





The Company provides information about its financial instruments measured at fair value at one of three levels according to the relative reliability of the inputs used to estimate the fair value:





Level 1 –
quoted prices (unadjusted) in active markets for identical assets or liabilities;


Level 2 –
inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and


Level 3 –
inputs for the asset or liability that are not based on observable market data (unobservable inputs).





The Company has implemented the following classifications for its financial instruments:





·
Cash and cash equivalents are classified as held-for-trading;




·
Amounts receivable have been classified as loans and receivables;




·
Marketable securities have been classified as available-for-sale; and




·
Accounts payable and accrued liabilities have been classified as other financial liabilities.







o)      Comprehensive Income





The standard introduces the concept of comprehensive income, which consists of net income and other comprehensive income (“OCI”).  The Company financial statements include a Statement of Operations and Comprehensive Loss, which includes the components of comprehensive income.





For the Company, OCI is comprised of the unrealized gains and losses on its marketable security investments, net of the effect of income tax. Cumulative changes in OCI are included in Accumulated Other Comprehensive Income which is presented as a category within shareholders’ equity on the balance sheet.





14
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





2.
SIGNIFICANT ACCOUNTING POLICIES (continued)





Adoption of new accounting standards





a)
Credit Risk and the Fair Value of Financial Assets and Financial Liabilities





In January 2009, the CICA issued EIC 173, “Credit Risk and the Fair Value of Financial Assets and Financial Liabilities”. The EIC provides guidance on how to take into account credit risk of an entity and counterparty when determining the fair value of financial assets and financial liabilities. EIC 173 was applicable for the Company’s interim and annual financial statement for its fiscal year beginning September 1, 2010.  Adoption of this standard did not have a material effect on the Company’s consolidated financial statements.





b)
Business combinations, non-controlling interest and consolidated financial statements





In January 2009, the CICA issued Handbook Sections 1582 “Business Combinations”, 1601 “Consolidated Financial Statements” and 1602 “Non-controlling Interests” which replace CICA Handbook Sections 1581 “Business Combinations” and 1600 “Consolidated Financial Statements”. Section 1582 establishes standards for the accounting for business combinations that is equivalent to the business combination accounting standard under IFRS. Section 1582 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011.  Adoption of this standard did not have a material effect on the Company’s consolidated financial statements.





Future accounting standards





a)
International financial reporting standards (“IFRS”)





In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008 the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of September 1, 2011, will require the restatement for comparative purposes of amounts reported by the Company for the year ended August 31, 2011.  Under IFRS, there is significantly more disclosure required.  Further, while IFRS uses a conceptual framework similar to GAAP, there are significant differences in accounting policies that must be addressed.





3.      FINANCIAL INSTRUMENTS AND RISK MANAGEMENT





Financial Risk Management-The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.  The Company’s financial instruments consist of cash and cash equivalents, amounts receivable, marketable securities, and accounts payable and accrued liabilities.





The fair value of cash and cash equivalents is measured on the balance sheet using level 1 of the fair value hierarchy.  The fair values of amounts receivable, and accounts payable and accrued liabilities approximate their book values because of the short-term nature of these instruments.  Periodic adjustments to the fair values of marketable securities are recorded in other comprehensive income until disposed of, and these marketable securities are measured on the balance sheet using level 1 and level 2 of the fair value hierarchy.





Financial Instrument Risk Exposure-The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes.





15
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





3.      FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)





Credit Risk–Credit risk is the risk of financial loss to the Company if a counter-party to a financial instrument fails to meet its contractual obligations.  The Company’s cash and cash equivalents are held in high-quality financial institutions.  The Company’s receivables consist primarily of sales tax receivables due from the federal government and receivables from companies with which the Company has exploration agreements or options.  The maximum exposure to credit risk at the reporting date is the carrying value of the Company’s receivables, and cash and cash equivalents.





Liquidity Risk-The Company ensures that there is sufficient capital in order to meet short-term business requirements, after taking into account the Company’s holdings of cash.  The Company’s cash is invested in business accounts which are available on demand.





Interest Rate Risk - The only significant market risk exposure to which the Company is exposed is interest rate risk.  The Company’s bank account earns interest income at variable rates.  The fair value of its portfolio is relatively unaffected by changes in short-term interest rates.  The Company’s future interest income is exposed to short-term rates.





Foreign Exchange Risk-The Company expects to continue to raise equity predominantly in Canadian dollars. The Company is also conducting business in the USA and Colombia.  As such, it is subject to risk due to fluctuations in the exchange rates between the US and Canadian dollars as well as the Colombian Peso (“COP”) and the Canadian dollar.  The Company does not enter into derivative financial instruments to mitigate its exposure to foreign currency risk.





The following sensitivity analysis assumes all other variables remain constant and is based on the above net exposures.  A 10% appreciation or depreciation of the United States dollar against the Canadian dollar would result in an approximate $64,000 decrease or increase, respectively, in net income and shareholder’s equity.  A 10% appreciation or depreciation of the COP against the Canadian dollar would result in an approximate $7,000 decrease or increase, respectively, in net income and shareholder’s equity.





$US
COP in ‘000Cash and cash equivalents
$           276,432
142,892Amounts receivable
443,563
1,792Advances and prepaid expenses
14,000
19,664Accounts payable and accrued liabilities
(82,546)
(39,418)Net assets
$           651,449
124,930





Price risk-The Company is exposed to price risk with respect to commodity and equity prices.  Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market.  Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities.  The Company closely monitors commodity prices of precious and base metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.  Fluctuations in pricing may be significant.





16
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





4.
FAIR VALUE MEASUREMENTS





Fair value measurement establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.





The valuation of investments in marketable securities include available for sale securities.  The Company’s Level 1 assets include common shares available for sale with no trading restrictions as determined using a market approach based upon unadjusted quoted prices for identical assets in an active market.   The Company’s Level 2 assets include common shares with trading restrictions imposed by the TSX Venture Exchange (“TSX-V”), that will be removed within one year of the financial period reporting date as determined using a market approach and based upon quoted prices for identical assets in an active market adjusted by a discount to market comparable to the discount allowed by the TSX-V for private placements.  The Company’s Level 3 assets include common shares in private companies for which there is no market data available, but where there is adequate information available from the private company in order to determine a reasonable valuation.





The determination of fair value for financial reporting purposes at August 31, 2011, and August 31, 2010, utilizing the applicable framework is as follows:





Financial Instrument
Quoted prices

in active markets

for identical assets
Significant

other observable

inputs
Significant

unobservable

inputs
Total as at

August 31,

2011Level 1
Level 2
Level 3Available-for-sale

securities
$                 93,000
$                 285,300
$                        -
$           378,300Total
$                 93,000
$                 285,300
$                        -
$           378,300








Financial Instrument
Quoted prices in

active markets

for identical assets
Significant

other observable

inputs
Significant

unobservable

inputs
Total as at

August 31,

2010Level 1
Level 2
Level 3Available-for-sale

securities
$               59,500
$                            -
$                 80,000
$          139,500Total
$               59,500
$                            -
$                 80,000
$          139,500





In the year ended August 31, 2011, the common shares of Red Eagle Mining Corporation, Queensgate Resources Corporation and NuLegacy Gold Corporation were all listed for trading on the TSX-V and the Company re-classed these financial instruments from Level 3 to Level 1.





5.
CASH AND CASH EQUIVALENTS





As at August 31,

2011
As at August

31, 2010Canadian dollar denominated deposits held in Canada
$          7,287,334
$            9,962,252US dollar denominated deposits held in Canada
118,211
144,439US dollar denominated deposits held in the USA
152,527
27,099Colombian Peso denominated deposits held in Colombia
78,591
164,649Total
$          7,636,663
$          10,298,439





17
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





6.
AMOUNTS RECEIVABLE





As at August 31,

2011
As at August 31, 2010Amounts due from the Government of Canada

pursuant to HST input tax credits
$               10,467
$                   6,197Amounts due from funding partners
403,646
72,266Amounts due from Canadian financial institutions for

accrued interest
36,775
15,003Other amounts receivable
26,863
9,858Total
$             477,751
$              103,324





7.
MARKETABLE SECURITIES





At August 31, 2011, the Company had the following marketable securities recognized at fair value:





Available-for-sale Securities
Number of

Shares
Cost
Accumulated

unrealized

holding gains
Fair Value

at

August 31, 2011Publicly traded companies:Enertopia Corp.
125,000
$             -
$             12,500
$         12,500NuLegacy Gold Corporation
250,000
50,313
( 14,313)
36,000Red Eagle Mining Corporation
300,000
175,000
105,800
280,800Teslin River Resources Corp. (formerly

Queensgate Resources Corp.)
300,000
-
27,000
27,000White Bear Resources Inc.
200,000
40,000
( 18,000)
22,000$         265,313
$          112,987
$       378,300





At August 31, 2010, the Company had the following marketable securities recognized at fair value:





Available-for-sale Securities
Number of

Shares
Cost
Accumulated

unrealized

holding gains
Fair Value

at

August 31, 2010Publicly traded companies:Enertopia Corp.
125,000
$             -
$            37,500
$         37,500White Bear Resources Inc.
400,000
40,000
( 18,000)
22,00040,000
19,500
59,500Non-public companies:NuLegacy Gold Corporation
200,000
40,000
-
40,000Queensgate Resources Corporation
300,000
-
15,000
15,000Red Eagle Mining Corporation
100,000
25,000
-
25,00065,000
15,000
80,000$         105,000
$            34,500
$       139,500





The Company sold the final 100,000 common shares of Romarco Minerals Inc. during the year ended August 31, 2010.  Prior to selling the shares the Company had recorded an unrealized gain of $83,000 to OCI, which was entirely offset on the sale of the investment for a realized gain of $94,844.





18
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





7.
MARKETABLE SECURITIES (continued)





On September 25, 2009, Golden Aria Corp. (“Golden Aria”) consolidated its shares so that the Company’s holdings changed from 250,000 shares to 125,000 shares. Golden Aria changed their name on April 6, 2010, to Enertopia Corporation (“Enertopia”).  The Company recorded an unrealized gain of $21,075 on the Enertopia investment in OCI in the year ended August 31, 2010, and has recorded an unrealized loss of $25,000 on this investment in OCI in the year ended August 31, 2011.





The Company recorded the fair value of the original 200,000 shares of White Bear Resources Inc. (“White Bear”) when White Bear began trading on the TSX-V on November 10, 2009.  The Company received an additional 200,000 shares of White Bear during the year ended August 31, 2010, and all 400,000 shares were valued at White Bear’s initial public offering price of $0.10 per share.  The Company recorded an unrealized loss of $18,000 on the White Bear investment in OCI in the year ended August 31, 2010.  On October 15, 2010, White Bear consolidated their common shares on a 2:1 basis resulting in the Company’s holdings changing from 400,000 shares to 200,000 shares.





The Company recorded the fair value of 200,000 shares of NuLegacy Gold Corporation (“NuLegacy”) prior to their public listing.  An additional 50,000 shares of NuLegacy were received in March 2011 pursuant to the amendment of the Red Hill exploration agreement with option to joint venture, adding the Coal Canyon property to the agreement (Note 10(c)).  After NuLegacy’s initial public offering and concurrent listing on the TSX-V, the Company’s shares were exchanged for tradable shares; however, 40,000 of the shares are subject to a hold period.  The fair value of the hold-period shares has been discounted 25% pursuant to the TSX-V’s definition of “discounted market price”.  The Company has recorded an unrealized loss of $14,313 on this investment in OCI in the year ended August 31, 2011.





In July 2011, Teslin River Resources Corp. (“Teslin”) merged with Queensgate Resources Corporation (“Queensgate”).  The terms of the merger include the issuance of one share of Teslin for each one outstanding share of Queensgate.  The Company had recorded a $15,000 unrealized gain on this investment in OCI in the year ended August 31, 2010, and has recorded a further unrealized gain of $12,000 on this investment in OCI in the year ended August 31, 2011.





Pursuant to option agreements (see Note 10(o), (p) & (q)) between the Company and ExpoGold Colombia S.A. (“ExpoGold”), the Company must issue common shares to ExpoGold on certain dates and milestones to maintain the options.  On each of June 30, 2010, December 21, 2010, and June 16, 2011, the Company issued 100,000 common shares to ExpoGold; then Red Eagle Mining Corporation (“Red Eagle”), in turn, issued a total of 300,000 common shares to Miranda pursuant to the terms of the two shareholder agreements between the Company and Red Eagle.  All of the 300,000 shares held of Red Eagle are subject to various hold periods.  Therefore, the fair value of the investment has been discounted 20% to reflect the hold, pursuant to the TSX-V’s definition of “discounted market price”.   The Company recorded an unrealized gain of $105,800 on the Red Eagle investment in OCI in the year ended August 31, 2011.





The Company recorded $14,123 as the future income tax effect of the accumulated unrealized gains in OCI as at August 31, 2011.





8.
ADVANCES AND PREPAID EXPENSES





As at August 31,

2011
As at August 31, 2010Advances held by employees in the USA
$                 9,794
$                 12,798Advances held by officers in the USA – related party
3,918
4,266Advances held by employees and suppliers in Colombia
10,818
53,742Prepaid expenses in Canada
73,853
53,113Prepaid expenses in Colombia
2,619
-Total
$             101,002
$               123,919


19
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)


9.
EQUIPMENT








August 31, 2011Cost


Accumulated amortization


Net Book

ValueCanada:Computer equipment

$
23,146


$
(19,656
)

$
3,490United States:Computer equipment


195,993



(128,027
)


67,966Furniture and fixtures


18,412



(12,625
)


5,787Field equipment


217,081



(152,538
)


64,543431,486



(293,190
)


138,296ColombiaComputer equipment


36,060



(7,604
)


28,456Field equipment


43,100



(5,387
)


37,71379,160



(12,991
)


66,169$
533,792


$
(325,837
)

$
207,955
  20





August 31, 2010Cost


Accumulated amortization


Net Book

ValueCanada:Computer equipment

$
23,146


$
(18,275
)

$
4,871United States:Computer equipment


128,365



(86,589
)


41,776Furniture and fixtures


18,412



(11,056
)


7,356Field equipment


216,699



(129,048
)


87,651363,476



(226,693
)


136,783ColombiaComputer equipment


8,467



(1,270
)


7,197Field equipment


-



-



-8,467



(1,270
)


7,197$
395,089


$
(246,238
)

$
148,851
  21
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





10.
MINERAL INTERESTS





August 31, 2010


Additions


Recoveries


Write off of interest


August 31, 2011Nevada:Angel Wing

$
40,734


$
-


$
-


$
-


$
40,734Big Blue


-



-



-



-



-Coal Canyon


11,325



-



(11,325
)


-



-East Spruce


-



5,042



-



-



5,042Fuse


-



-



-



-



-HOG


1,651



-



-



-



1,651Iron Point


43,555



16,113



-



-



59,668PPM / Poverty Peak


-



-



-



-



-Red Canyon


-



-



-



-



-Red Hill


-



-



-



-



-Redlich


15,500



-



-



-



15,500Rook


-



6,623



-



-



6,623TAZ


12,764



-



(12,764
)


-



-125,529



27,778



(24,089
)


-



129,218Alaska:Ester Dome


67,939



39,592



(30,639
)


-



76,892Colombia:Anori


41,353



17,499



-



(58,852
)


-Cajamarca


97,829



17,499



(66,368
)


-



48,960Fresno


60,652



17,499



(29,191
)


-



48,960Ibague


58,117



17,499



(26,656
)


(48,960
)


-Pavo Real


21,634



102,000



(123,634
)


-



-Santander


81,618



17,499



-



(99,117
)


-361,203



189,495



(245,849
)


(206,929
)


97,920Mineral interests

$
554,671


$
256,865


$
(300,577
)

$
(206,929
)

$
304,030


22
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





10.
MINERAL INTERESTS (continued)








August 31, 2009


Additions


Recoveries


Write off of interest


August 31, 2010Nevada:Angel Wing

$
50,734


$
56,246


$
(66,246
)

$
-


$
40,734Big Blue


-



26,787



(26,787
)


-



-BPV


11,325



150



-



(11,475
)


-CONO


11,325



-



-



(11,325
)


-Coal Canyon


11,325



-



-



-



11,325Fuse


-



-



-



-



-HOG


-



1,651



-



-



1,651Iron Point


53,555



-



(10,000
)


-



43,555Neon


4,780



-



-



(4,780
)


-PPM


-



-



-



-



-Red Canyon


-



-



-



-



-Red Hill


30,328



30,680



(61,008
)


-



-Redlich


15,500



-



-



-



15,500TAZ


-



12,764



-



-



12,764188,872



128,278



(164,041
)


(27,580
)


125,529Alaska:Ester Dome


-



67,939



-



-



67,939Colombia:Association Agreement


-



339,569



-



-



339,569Pavo Real


-



75,827



(54,193
)


-



21,634Mineral interests

$
188,872


$
611,613


$
(218,234
)

$
(27,580
)

$
554,671










23
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





10.
MINERAL INTERESTS (continued)





a)
Angel Wing Property, Elko County, Nevada





The Company holds claims comprising the Angel Wing property, Elko County, Nevada.





On October 17, 2005, the Company entered into a 20-year mining lease for 30 mining claims with a private party with a sliding scale production royalty between 2% to 4% depending on the price of gold, for minimum advance royalty payments to be completed on the following schedule. On December 19, 2006, the Company amended the agreement so that the number of claims was increased, and the Company now has the option to buy up to two percentage points of the royalty for US$1,000,000 per percentage point.  However, the royalty shall never drop below 1% regardless of the price of gold.





Mining Lease Due dates

Minimum advance royalty payments to Lessor

US$Prior to August 31, 2005 (paid)

35,000October 17, 2006 (paid)

35,000October 17, 2007 (paid)

40,000October 17, 2008 (paid)

45,000October 17, 2009 (paid)

55,000October 17, 2010 (paid)

65,000October 17, 2011 (paid subsequently)

75,000October 17, 2012

85,000October 17, 2013

85,000October 17, 2014 $85,000 and each year thereafter

935,000Total consideration

1,455,000





On May 15, 2007, as amended, the Company signed an exploration agreement with option to joint venture with White Bear.  On July 2, 2010, the agreement was terminated.  During the term of the agreement, White Bear paid the Company US$30,000 and issued a total of 400,000 common shares of White Bear to the Company.





On September 17, 2010, the Company signed an exploration and option to enter joint venture agreement with Ramelius Resources Ltd. (“Ramelius”).  Ramelius paid the Company $12,583 (US$12,180) and Ramelius may earn a 70% interest by expending US$4,000,000 over five years (the “Initial Earn-in”).  Once Ramelius has completed the Initial Earn-In they shall have the option to exercise the right to earn a vested 70% interest in Angel Wing by either funding 100% of the costs required to complete a bankable feasibility study within four years after completing the Initial Earn-In or by spending an additional US$10,000,000 within 10 years after completing the Initial Earn-In.  If Ramelius elects not to exercise that right, but completes the initial earn-in, it shall be entitled to a net smelter royalty (“NSR”) of 1% to be capped at two times their total expenditures.





Due Dates
Exploration Expenditures

US$September 17, 2011 (met)
350,000September 17, 2012
750,000September 17, 2013
900,000September 17, 2014
1,000,000September 17, 2015
1,000,000Total consideration
4,000,000





24
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





10.
MINERAL INTERESTS (continued)





b)
Big Blue (Oxen), Lander County, Nevada





The Company holds claims comprising the Big Blue property, Lander County, Nevada.





On August 13, 2009, the Company entered into a 20-year mining lease for mining claims with a private party with an NSR royalty of 3% that is subject to a buy-down provision for the following consideration:





Mining Lease Due Dates

Cash consideration to

be paid to Lessor

US$August 13, 2010 (paid)

10,000August 13, 2011 (paid)

12,500August 13, 2012

15,000August 13, 2013

17,500August 13, 2014

30,000August 13, 2015 $30,000 and each year thereafter

420,000Total consideration

505,000








On May 6, 2010, the Company signed an exploration and option to enter into a joint venture agreement with Ramelius.  Ramelius paid the Company $52,477 (US$50,000) and Ramelius may earn a 70% interest by expending US$4,000,000 over five years (the “Initial Earn-in”).  Once Ramelius has completed the Initial Earn-In they shall have the option to exercise the right to earn a vested 70% interest in Big Blue by either funding 100% of the costs required to complete a bankable feasibility study within four years after completing the Initial Earn-In or by spending an additional US$10,000,000 within 10 years after completing the Initial Earn-In.








Due Dates
Exploration Expenditures

US$May 6, 2011 (met)
250,000May 6, 2012
650,000May 6, 2013
750,000May 6, 2014
1,000,000May 6, 2015
1,350,000Total consideration
4,000,000





25
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





10.
MINERAL INTERESTS (continued)





c)
Coal Canyon Properties, Eureka County, Nevada





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





Mining Lease Due Dates

Cash consideration to

be paid to Lessor

US$Prior to August 31, 2008 (paid)

38,750May 27, 2009 (paid)

12,500May 27, 2010 (paid)

15,000May 27, 2011 (paid)

30,000May 27, 2012

30,000May 27, 2013 and 2014 - $40,000 each year

80,000May 27, 2015 - $50,000 and each year thereafter to be adjusted for inflation per the USA CPI

500,000Total consideration

706,250





The Coal Canyon project was the subject of an exploration agreement with option to form a joint venture with Queensgate Resources Corporation from March 11, 2008, until it was terminated on August 2, 2010.  This same agreement included the BVP and CONO May 27, 2004, project leases which were then also immediately terminated.





On December 20, 2010, NuLegacy and the Company signed an amendment to the Red Hill exploration agreement with option to joint venture, adding the Coal Canyon property.  As consideration for this amendment, NuLegacy issued to the Company an additional 50,000 common shares which were valued at $10,313 (US$10,647), plus an unrealized foreign exchange loss of $1,012.  Refer to Note 10(k) for the combined exploration expenditures required under the amended agreement.





d)
East Spruce Property, Elko County, Nevada





During the year ended August 31, 2011, the Company staked new claims comprising the East Spruce property at a cost of $5,042.





e)
Ester Dome Property, Fairbanks Mining District, Alaska





On October 29, 2009, the Company and Range Minerals Inc. (“Range”) entered into a 20-year mining lease for the Ester Dome project with the following payments and share purchase warrant issues:





Mining Lease Due Dates
Cash consideration to be

paid to LessorUS$
Two year share purchase

warrants to be issued to LessorOctober 29, 2009 (paid and issued)
20,000
100,000 @ Cdn$0.50October 29, 2010 (paid and issued)
32,000
100,000 @ Cdn$0.55October 29, 2011 (paid and issued

subsequently)
60,000
100,000 @ Cdn$0.60October 29, 2012
70,000
-October 29, 2013
75,000
-October 29, 2014 $80,000 and each

year thereafter
1,200,000
-Total consideration
1,457,000
300,000





26
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





10.
MINERAL INTERESTS (continued)





e)
Ester Dome Property, Fairbanks Mining District, Alaska (continued)





Range has retained a sliding scale NSR royalty between 2% and 4% depending on the price of gold.  The Company has the option to buy one percentage point of the NSR for US$1,500,000 per percentage point if the price of gold is below US$500 per ounce; increasing to US$2,000,000 per percentage point if the price of gold is between US$500 and US$1,000 per ounce, and then increasing to US$3,000,000 per percentage point if the price of gold is over US$1,000 per ounce.





On October 29, 2009, in addition to the $21,308 (US$20,000) lease payment, the Company reimbursed Range $19,284 (US$18,100) for claim staking fees.  In October 2009 the Company issued 100,000 share purchase warrants to Range, with a fair value of $27,113 (US$25,695) and in October 2010 the Company issued 100,000 share purchase warrants to Range, with a fair value of $39,592 (US$38,861).





On October 1, 2010, the Company signed an exploration and option to enter into a joint venture agreement with Agnico-Eagle (USA) Limited (“Agnico”) and Agnico paid the Company $70,116 (US$70,385) as reimbursement for Alaska claim maintenance fees, filing costs, and the underlying Range lease.  In addition, as at August 31, 2011, Agnico owes the Company US$30,000 (in amounts receivable at August 31, 2011, received subsequently).





Agnico may earn a 51% interest in Ester Dome by expending US$4,000,000 over five years (the “Initial Earn-In”).  Once Agnico has completed the Initial Earn-In, they shall have earned a 51% interest in the property, and then have the option and right to earn an additional 19% interest for a total of 70% interest by either funding 100% of exploration costs required to complete a bankable feasibility study within five years at a minimum rate of US$1,000,000 per year after the completion of the Initial Earn-In period or by spending an additional US$10,000,000 within 10 years after the Initial Earn-In period.








Due Dates
Exploration Expenditures

US$October 1, 2011 (met)
500,000October 1, 2012
700,000October 1, 2013
800,000October 1, 2014
1,000,000October 1, 2015
1,000,000Total consideration
4,000,000





f)
Fuse Property, Eureka County, Nevada





The Company holds claims comprising the Fuse property, Eureka County, Nevada.





g)
HOG Property, Eureka County, Nevada





The Company holds claims comprising the HOG property, Eureka County, Nevada.





27
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





10.
MINERAL INTERESTS (continued)





h)
Iron Point Property, Humboldt County, Nevada





The Company holds claims comprising the Iron Point property, Humboldt County, Nevada.  During the year ended August 31, 2011, the Company staked additional claims at a cost of $16,113.





From June 3, 2005, until the mining lease was terminated on April 20, 2010, the Company held additional claims under a mining lease.





The Iron Point project was the subject of an exploration agreement with option to form a joint venture with White Bear from November 22, 2006, until it was terminated on March 4, 2010.





i)
PPM (Poverty Peak), Humboldt County, Nevada





The Company holds claims comprising the PPM property located on the north end of the Battle Mountain-Eureka Trend, Humboldt County, Nevada.





The PPM project was the subject of an exploration agreement with option to form a joint venture with Piedmont Mining Company Inc. from April 17, 2007, until it was terminated on August 29, 2011.





j)
Red Canyon Property, Eureka County, Nevada





On November 18, 2003, the Company entered into a 20-year mining lease for the Red Canyon property with a $1,000 purchase option on issue of 75,000 share purchase warrants and on completion of the following payments.  The owner retains a sliding scale NSR royalty between 3% and 5% depending on the price of gold.  Upon completion of a bankable feasibility study the Company has the option to buy two percentage points of the NSR for US$1,000,000 per percentage point.





Mining Lease Due Dates
Cash consideration to be

paid to LessorUS$
Two year share purchase

warrants to be issued to LessorPrior to August 31, 2005 (paid and issued)
25,000
75,000 @ Cdn$0.37November 18, 2005 (paid)
35,000
-November 18, 2006 (paid)
40,000
-November 18, 2007 (paid)
50,000
-November 18, 2008 (paid)
50,000
-November 18, 2009 (paid)
75,000
-November 18, 2010 (paid)
75,000
-November 18, 2011 (paid subsequently)
75,000
-November 18, 2012
75,000
-November 18, 2013
100,000
-November 18, 2014 to 2023 at $100,000 per year (subject to inflation adjustment beginning in 2019)
900,000
-Total consideration
1,500,000
75,000





28
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





10.
MINERAL INTERESTS (continued)





j)
Red Canyon Property, Eureka County, Nevada (continued)





On August 1, 2008, the Company signed an exploration agreement with option to joint venture with Montezuma Mines Inc. (“Montezuma”) a subsidiary of CMQ Resources Inc. Montezuma may earn a 60% interest in the Red Canyon  property by funding US$4,000,000 in qualified expenditures over a five-year period.  Montezuma may then elect to earn an additional 10% interest by completing a bankable feasibility study within four years of election with minimum annual expenditures of US$1,500,000 or by funding US$10,000,000 in additional exploration within 10 years.





Due Dates
Exploration Expenditures

US$August 1, 2009 (met)
500,000August 1, 2010 (met)
500,000August 1, 2011 (met)
750,000August 1, 2012
1,000,000August 1, 2013
1,250,000Total consideration
4,000,000





During the 2010 fiscal year additional claims within the area of interest of the Red Canyon mining lease were staked (“NC” claims) and are included in the exploration with option to joint venture agreement with Montezuma.





k)
Red Hill Property, Eureka County, Nevada





On May 27, 2004, the Company entered into a 20-year mining lease for the Red Hill property, with a sliding production royalty between 2.5% to 5% depending on the price of gold and subject to buy down provisions to 2%, for the following consideration:





Mining Lease Due Dates

Cash consideration to be paid to Lessor

US$Prior to August 31, 2005 (paid)

18,750May 27, 2006 (paid)

12,500May 27, 2007 (paid)

20,000May 27, 2008 (paid)

20,000May 27, 2009 (paid)

25,000May 27, 2010 (paid)

30,000May 27, 2011 (paid)

40,000May 27, 2012

40,000May 27, 2013

50,000May 27, 2014

50,000May 27, 2015 $60,000 and each year thereafter

to be adjusted for inflation per the USA CPI

600,000Total consideration

906,250





29
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





10.
MINERAL INTERESTS (continued)





k)
Red Hill Property, Eureka County, Nevada (continued)





On October 1, 2009, the Company signed an exploration with option to joint venture agreement with NuLegacy and NuLegacy paid the Company $11,719 (US$11,000) as reimbursement of 2009-2010 federal claim maintenance fees.  NuLegacy may earn a 60% interest by funding US$4,000,000 in qualified expenditures over a five-year period and by issuing the Company 200,000 common shares (received).  On December 20, 2010, an amendment was signed to add the Coal Canyon property to the Red Hill option to joint venture agreement.  The 60% interest may now be earned in both projects by NuLegacy funding a total of US$5,500,000 in qualified expenditures over a five-year period and by issuing the Company an additional 50,000 common shares (received).  NuLegacy may then elect to either earn an additional 10% interest by completing a bankable feasibility study within four years of election or by funding US$10,000,000 in additional exploration within ten years of election.





Due Dates
Exploration Expenditures

US$July 1, 2010 (met)
200,000January 1, 2011 (met)
600,000October 1, 2011 (met)
400,000October 1, 2012
1,050,000October 1, 2013
1,400,000October 1, 2014
1,850,000Total consideration
5,500,000





l)
Redlich Property, Esmeralda County, Nevada





The Company completed the purchase of the Redlich Property in 2008 subject to the owner retaining a 3% NSR royalty. Upon completion of a bankable feasibility study, the Company has the option to buy two percentage points of the NSR for US$1,000,000 per percentage point.





On June 4, 2010, the Company signed an agreement with SIN Holdings Inc. (“SIN”) whereby SIN could have earned a joint venture interest; however SIN immediately terminated the agreement and did not fulfil its obligations.





m)
Rook Property, Eureka County, Nevada





During the year ended August 31, 2011, the Company staked new claims at a cost of $6,623.





n)
TAZ Property, Eureka County, Nevada





The Company holds claims comprising the TAZ property Eureka County, Nevada.





Certain of the TAZ claims are subject to a 1% NSR royalty pursuant to a finder’s fee agreement and, in addition, the Company paid the finder $2,081 (US$2,000).





On February 11, 2011, the Company signed an exploration and option to enter into a joint venture agreement with TAZ Gold LLC (“TGL”) and Navaho Gold PTY Ltd (as guarantor).  Under the terms of the agreement, TGL will have to make initial exploration expenditures of US$3,000,000 over a four-year period, with the first year’s commitment of $400,000 an obligation.  TGL will then have the option and right to earn a 75% interest by either producing a feasibility study in four years or by spending an additional $10,000,000 over 10 years at a rate of no less than $1,000,000 per year. If TGL elects not to fund 100% of the exploration costs required to complete a bankable feasibility study by expending the contemplated US$4,000,000 or fails to spend the additional US$10,000,000 within 10 years, but meets the first US$3,000,000 spending milestone, it shall be entitled to an NSR of 2%.


30
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)


10.
MINERAL INTERESTS (continued)





n)
TAZ Property, Eureka County, Nevada (continued)





Option Due Dates
Exploration Expenditures

US$February 11, 2012 (obligation)
400,000February 11, 2013
600,000February 11, 2014
1,000,000February 11, 2015
1,000,000Total consideration
3,000,000





TGL paid the Company $20,400 (US$19,880) as reimbursement of claim maintenance fees of which $12,764 was recorded as a recovery of the Company’s acquisition costs and the residual amount of $7,636 recorded as mineral property income (a current year recovery of expenditures).





o)
Association Agreement, Colombia





From December 2, 2009, until it lapsed on December 31, 2010, the Company was party to an association agreement (the “Association Agreement”) by and among ExpoGold Colombia S.A. (“ExpoGold”), the Company, and the Company’s subsidiary Miranda Gold Colombia II Ltd. (“MAD II”) and the Colombian branch of MAD II.





During the August 31, 2010, fiscal year, pursuant to the terms of the Association Agreement, the Company issued 350,000 common shares to ExpoGold for a 360-day first right of refusal to lease any of the 45 license applications in Colombia controlled by ExpoGold.  The Company executed option agreements on the Pavo Real, Cajamarca, and Fresno projects as discussed below.  The Company also optioned the Santander, Ibague and Anori projects and returned them to ExpoGold prior to the first year anniversary payments becoming due.





Concurrent with the execution of the five option agreements, the Company allocated the $206,500 fair value of the shares issued to ExpoGold plus $133,069 of additional acquisition costs of the five then-optioned properties, for a total of $339,569, across the properties: Anori $41,300; Cajamarca $97,829; Fresno $60,652; Ibague $58,117; and Santander $81,671.





p)
Pavo Real Option, Colombia





On June 24, 2010, the Company executed an option agreement (the “Pavo Option”) by and among ExpoGold, the Company, and the Company’s subsidiary Miranda Gold Colombia III Ltd., which was subsequently renamed Rovira Mining Limited (“Rovira”); and the Colombian branch of Rovira to acquire the Pavo Real mining interest.  The terms of the Pavo Option were agreed to in the Association Agreement and the Company must meet the following to maintain the option:





Pavo Real Option Due Dates
Cash consideration to be paid to ExpoGold

US$
Common shares to be issued to ExpoGoldJune 24, 2010 (paid and issued)
20,000
100,000December 24, 2010 (paid and issued)
20,000
100,000June 24, 2011 (paid and issued)
50,000
100,000June 24, 2012
60,000
100,000June 24, 2013
70,000
100,000June 24, 2014
80,000
100,000June 24, 2015
100,000
100,000Total consideration
400,000
700,000





31
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





10.
MINERAL INTERESTS (continued)





p)
Pavo Real Option, Colombia (continued)





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





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





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





q)
Cajamarca Option, Colombia





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





Cajamarca Option Due Dates
Cash consideration to be

paid to ExpoGoldUS$
Common shares to be

issued to ExpoGoldDecember 10, 2010 (paid and issued,

included Ibague)
30,000
30,000December 10, 2011 (paid and issued

subsequently)
40,000
40,000December 10, 2012
60,000
60,000December 10, 2013
80,000
120,000December 10, 2014
100,000
160,000December 10, 2015
120,000
200,000Total consideration
430,000
610,000





The Ibague mining interest was dropped and the acquisition costs were written off.





Annual payments of US$120,000, plus the issue of 200,000 common shares will be required to maintain the option until the first milestone is achieved.  The first milestone is the definition of a NI 43-101 Measured and Indicated resource greater than or equal to 250,000 ounces of gold equivalent on either of the two properties.  MAD IV will pay ExpoGold $100,000 if it is less than 500,000 ounces of gold equivalent and $250,000 if it is more.   Additional payments will be owed by MAD IV at various milestones as the steps to production progress.


32
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





10.
MINERAL INTERESTS (continued)





q)
Cajamarca Option, Colombia (continued)





On August 12, 2011, the Company entered into an SPA and SA with Red Eagle. The SPA and SA agreements became effective on September 19, 2011, the date on which the TSX-V granted final approval of the transaction.  Pursuant to the SPA, Miranda assigned 70%; or 70 of the 100 shares of MAD IV to Red Eagle.  The activities of MAD IV will be governed by the SA.





To maintain its 51% shareholding in MAD IV, effectively representing a 51% interest in the Cajamarca Option, Red Eagle must make an aggregate US$4,000,000 contribution to MAD IV within the next five years (the “First Contribution”). These funds will be used to fund exploration work at the Cajamarca project.  If Red Eagle fails to make the first contribution within the stated time period, Red Eagle will forfeit all of its shares of MAD IV to Miranda.





On completion of the first contribution, Red Eagle will have the right and option, for 180-days, to further fund MAD IV at a minimum of US$1,000,000 per year and either complete a bankable feasibility study on the Cajamarca project within eight years or contribute a minimum of US$10,000,000 within 10 years (the “Second Contribution”).





If Red Eagle fails to make the Second Contribution within the stated time period, Red Eagle will retain only 51 of the shares of MAD IV, but forfeit the remaining 19 of its shares of MAD IV to Miranda.





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





r)
Anori and Santander Properties, Colombia





During fiscal 2011, the Company terminated each of the Anori and Santander properties as described in Note 10(o).  The Company wrote off the acquisition costs of these two property options during the August 31, 2011, fiscal year of $157,969.





11.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES





As at August 31,

2011
As at August

31, 2010Trade and other payables in Canada
$               50,337
$                 58,485Trade and other payables in the USA
80,846
71,060Trade and other payables in Colombia
30,290
38,167Amounts payable to funding partners
-
6,000Amounts payable and accrued liabilities to officers
16,919
25,681Total
$             178,392
$               199,393





33
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)


12.
SHARE CAPITAL





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





b)
Share issuance:





Fiscal 2011





On November 3, 2010, the Company completed a non-brokered private placement of 1,000,000 units at a price of $0.50 per unit, for gross proceeds of $500,000.  Each unit consisted of one common share and one non-transferable share purchase warrant.  Each warrant is exercisable to purchase an additional common share at $0.75 per share until November 3, 2012.  The proceeds of the financing of $500,000 were allocated on a relative fair value basis as $343,007 to common shares and $156,993 as to warrants.  Cash share issue costs pursuant to this private placement were an additional $4,071.  The assumptions used in the Black-Scholes option pricing model for the relative fair value allocation were:  a risk free interest rate of 1.40%; an expected volatility of 89%; an expected life of two years; and an expected dividend of zero.





On December 21, 2010, the Company issued 100,000 common shares to ExpoGold valued at $63,000 pursuant to the Pavo Option agreement referenced in Note 10(p).





On February 17, 2011, the Company issued 50,000 common shares to ExpoGold valued at $33,000 pursuant to the execution of the five option agreements referenced in Note 10(o) and (q).





On June 16, 2011, the Company issued 100,000 common shares to ExpoGold valued at $38,000 pursuant to the Pavo Option agreement referenced in Note 10(p).





During the year ended August 31, 2011, the Company issued 320,000 common shares pursuant to the exercise of stock options.





Fiscal 2010





On March 18, 2010, the Company completed a non-brokered private placement of 5,686,492 units at a price of $0.65 per unit, for gross proceeds of $3,696,220.  Each unit consisted of one common share and one non-transferable share purchase warrant.  Each warrant is exercisable to purchase an additional common share at $1.00 per share until March 18, 2012.  The proceeds of the financing of $3,696,220 were allocated on a relative fair value basis as $2,914,305 to common shares and $781,915 as to warrants.  An additional 180,950 shares at a value of $101,332 were issued as a finder’s fee pursuant to the private placement.   Cash share issue costs pursuant to this private placement were an additional $85,594.  The assumptions used in the Black-Scholes option pricing model for the relative fair value allocation were:  a risk free interest rate of 1.56%; an expected volatility of 79%; an expected life of 2 years; and an expected dividend of zero.





On December 10, 2009, the Company issued 350,000 common shares to ExpoGold valued at $206,500 pursuant to the Association Agreement referenced in Note 10(q).





On June 30, 2010, the Company issued 100,000 common shares to ExpoGold valued at $44,500 pursuant to the Pavo Option agreement referenced in Note 10(o).





During the year ended August 31, 2010, the Company issued 70,000 common shares pursuant to the exercise of stock options and warrants.





Fiscal 2009





There were no share issuances by the Company during fiscal 2009.





34
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





12.
SHARE CAPITAL (continued)





c)
Stock Options Outstanding:





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





The continuity for stock options for the year ended August 31, 2011, is as follows:





Expiry date

Exercise price


Balance,

August 31, 2010


Granted


Exercised


Expired /

Cancelled /

Forfeited


Balance August 31, 2011October 18, 2010

$
1.18



80,000



-



-



(80,000
)


-April 17, 2011

$
0.70



400,000



-



-



(400,000
)


-May 31, 2011

$
0.70



50,000



-



-



(50,000
)


-March 28, 2012

$
0.70



395,000



-



-



(260,000
)


135,000January 31, 2013

$
0.70



1,170,000



-



-



-



1,170,000February 25, 2014

$
0.35



2,202,000



-



(245,000
)


-



1,957,000September 26, 2015

$
0.56



-



1,895,000



(75,000
)


(75,000
)


1,745,000December 1, 2015

$
0.69



-



50,000



-



-



50,000April 19, 2016

$
0.56



-



100,000



-



-



100,0004,297,000



2,045,000



(320,000
)


(865,000
)


5,157,000Weighted average exercise price


$
0.53


$
0.56


$
0.40


$
0.73


$
0.52
  35





As at August 31, 2011, the weighted average remaining contractual life of the options outstanding was 2.8 years.





As at August 31, 2011, 4,209,500 were vested and exercisable, with a weighted average exercise price of $0.51.  The intrinsic value of the vested stock options was $215,270.  The intrinsic value of the vested stock options outstanding at August 31, 2011, is calculated on the difference between the exercise prices of the underlying vested options and the quoted price of our common stock as of the reporting date of August 31, 2011, being $0.46.





The continuity for stock options for the year ended August 31, 2010, is as follows:





Expiry date
Exercise

price
Balance,

August 31, 2009
Granted
Exercised
Expired / Forfeited
Balance

August 31, 2010February 17, 2010
$     0.71
973,750
-
-
(973,750)
-October 18, 2010
$     1.18
80,000
-
-
-
80,000April 17, 2011
$     0.70
425,000
-
-
(25,000)
400,000May 31, 2011
$     0.70
50,000
-
-
-
50,000March 28, 2012
$     0.70
470,000
-
-
(75,000)
395,000January 31, 2013
$     0.70
1,170,000
-
-
-
1,170,000February 25, 2014
$     0.35
2,257,000
-
(55,000)
-
2,202,0005,425,750
-
(55,000)
(1,073,750)
4,297,000Weighted average exercise price
$            0.56
$                 -
$             0.35
$             0.71
$              0.53
  36
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





12.
SHARE CAPITAL (continued)





c)
Stock Options Outstanding (continued):





The continuity for stock options for the year ended August 31, 2009, is as follows:





Expiry date

Exercise price


Balance,

August 31,

2008


Granted


Exercised


Expired


Balance,

August 31,

2009February 9, 2009

$
0.53



465,000



-



-



(465,000
)


-February 17, 2010

$
0.71



973,750



-



-



-



973,750October 18, 2010

$
1.18



80,000



-



-



-



80,000April 17, 2011

$
0.70



425,000



-



-



-



425,000May 31, 2011

$
0.70



50,000



-



-



-



50,000March 28, 2012

$
0.70



470,000



-



-



-



470,000January 31, 2013

$
0.70



1,170,000



-



-



-



1,170,000February 25, 2014

$
0.35



-



2,257,000



-



-



2,257,0003,633,750



2,257,000



-



(465,000
)


5,425,750Weighted average exercise price


$
0.69


$
0.35


$
-


$
0.53


$
0.56
  3 7


d)
Stock Based Compensation:





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





Fiscal 2011





During the year ended August 31, 2011, the Company recorded $556,703 in stock based compensation expense for options vesting in the year, net of $9,739 in forfeitures.





The fair value of the 1,895,000 options granted on September 26, 2010, was determined using a risk free interest rate of 1.42%, an expected volatility ranging from 90.36% to 95.41%, an expected life of ranging from 1.9 to 2.8 years, and an expected dividend of zero for a total fair value of $560,290 or $0.296 per option.





The fair value of the 50,000 options granted December 1, 2010, was determined using a risk free interest rate of 1.65%, an expected volatility of 93.36%, an expected life of 2.8 years, and an expected dividend of zero for a total fair value of $19,845 or $0.397 per option.





The fair value of the 100,000 options granted April 19, 2011, was determined using a risk free interest rate of 1.65%, an expected volatility of 91.99%, an expected life of 2.8 years, and an expected dividend of zero for a total fair value of $31,543 or $0.318 per option.





There is an additional $30,759 of stock based compensation expense to be recognized in fiscal 2012 from options granted in fiscal 2011.





Fiscal 2010





During the year ended August 31, 2010, the Company recorded $174,832 in stock-based compensation expense for a series of options vested during the year that were granted in fiscal 2009.  There were no options granted in fiscal 2010.


38
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





12.
SHARE CAPITAL (continued)





d)
Stock Based Compensation (continued):





Fiscal 2009





During the year ended August 31, 2009, the Company recorded $537,550 in stock-based compensation expense for options vested during the year.





The fair value of the 2,257,000 options granted in fiscal 2009 was determined using a risk free interest rate of 1.27%, an expected volatility ranging from 78.31% to 79.52%, an expected life of ranging from 2.07 to 2.19 years, and an expected dividend of zero for a total fair value of $349,666 or $0.15 per option.





e)
Share Purchase Warrants:





The continuity for share purchase warrants for the year ended August 31, 2011 is as follows:





Expiry date

Exercise price


Balance,

August 31,

2010


Issued


Exercised


Expired


Balance

August 31,

2011December 9, 2011

$
0.50



100,000



-



-



-



100,000March 18, 2012

$
1.00



5,686,492



-



-



-



5,686,492October 29, 2012

$
0.55



-



100,000



-



-



100,000November 3, 2012

$
0.75



-



1,000,000



-



-



1,000,0005,786,492



1,100,000



-



-



6,886,492Weighted average exercise price


$
0.99


$
0.73


$
-


$
-


$
0.95


On October 29, 2010, pursuant to a mining lease agreement with Range Minerals Inc. (Note 10 (e)), the Company issued 100,000 share purchase warrants with an exercise price of $0.55, expiring on October 29, 2012, with a fair value of $39,592.  The assumptions used in the Black-Scholes option pricing model for the fair value were:  a risk free interest rate of 1.39%; an expected volatility of 89%; an expected life of two years; and an expected dividend of zero.





The continuity for share purchase warrants for the year ended August 31, 2010 is as follows:





Expiry date

Exercise

price


Balance,

August 31,

2009


Issued


Exercised


Expired


Balance

August 31,

2010October 4, 2009

$
1.50



4,713,500



-



-



(4,713,500
)


-January 23, 2010

$
0.55



15,000



-



(15,000
)


-



-December 9, 2011

$
0.50



-



100,000



-



-



100,000March 18, 2012

$
1.00



-



5,686,492



-



-



5,686,4924,728,500



5,786,492



(15,000
)


(4,713,500
)


5,786,492Weighted average exercise price


$
1.50


$
0.99


$
0.55


$
1.50


$
0.99





39
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





12.
SHARE CAPITAL (continued)





e)
Share Purchase Warrants (continued):





On December 9, 2009, pursuant to a mining lease agreement with Range (see Note 10(e)), the Company issued 100,000 share purchase warrants with an exercise price of $0.50, expiring on December 9, 2011 with a fair value of $27,113.  The assumptions used in the Black-Scholes option pricing model for the fair value were:  a risk free interest rate of 1.21%; an expected volatility of 87%; an expected life of two years; and an expected dividend of zero.





The continuity for share purchase warrants for the year ended August 31, 2009 is as follows:





Expiry date

Exercise price


Balance,

August 31,

2008


Issued


Exercised


Expired


Balance,

August 31,

2009January 23, 2009

$
0.50



11,250



-



-



(11,250
)


-October 4, 2009

$
1.50



4,713,500



-



-



-



4,713,500January 23, 2010

$
0.55



15,000



-



-



-



15,0004,739,750



-



-



(11,250
)


4,728,500Weighted average exercise price


$
1.49


$
-


$
-


$
0.50


$
1.50





13.
MANAGEMENT OF CAPITAL





The Company manages its common shares, stock options and warrants as capital (see Note 12). The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable level of risk.  The Company is not subject to any externally imposed capital requirements.





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





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





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





The Company expects its current capital resources will be sufficient to carry out its exploration plans and operations through the next twelve months and longer.





40
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





14.
RELATED PARTY TRANSACTIONS





The Company’s related parties include a company owned by an executive officer as follows:





Name                                                                                                                  Nature of transactions


Golden Oak Corporate Services Limited                                                                                           Consulting as CFO, corporate compliance services, and financial reporting





The Company incurred the following fees and expenses in the normal course of operations in connection with companies owned by an executive officer.  Expenses have been measured at the exchange amount which is the amount established and agreed to by the related parties.





Years ended
August 31, 2011
August 31, 2010
August 31, 2009Consulting fees
$              108,938
$             100,100
$               96,600Office and general expenses
6,094
7,727
6,619Total
$              115,032
$             107,827
$             103,219





Directors fees paid to independent directors of $32,129 for the year ended August 31, 2011 (August 31, 2010: $43,355; August 31, 2009: $28,462).





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





A director and officer of the Company holds a 10% interest in Nevada North Resources (USA) Inc.’s interest in the Coal Canyon and Red Hill property leases.





The Company and Red Eagle are related parties in that they have directors in common, being Ken Cunningham and Ian Slater.





15.
INCOME TAXES





The Company is subject to income taxes in Canada, in the USA, and in Colombia.  The consolidated provision for income taxes varies from the amount that would be computed from applying the combined Canadian federal and provincial income tax rates to the net loss before income taxes as follows:





2011
2010
2009Combined statutory tax rate

27%

29%

30%Computed income tax benefit
$
1,083,779
$
989,000
$
705,000Unrecognized items for tax purposes

(602,053)

(430,000)

(158,000)Adjustments in tax rates

-

-

(17,000)Income tax losses not recognized

(467,603)

(559,000)

(530,000)Future income tax recovery
$
14,123
$
-
$
-





41
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





15.
INCOME TAXES (continued)





The significant components of the Company’s future income tax assets are as follows:





2011
2010Capital assets
$
113,000
$
84,000Exploration and development deductions

1,703,000

784,000Non-capital losses carried forward

2,744,000

2,239,0004,560,000

3,307,000Valuation allowance

(4,560,000)

(3,307,000)$
-
$
-





As at August 31, 2011 the Company has available for deduction against future taxable income, non-capital losses in Canada of approximately $4,611,000, and in the USA of approximately $5,423,000.  Unless utilized, these losses will expire through to 2031.





Canadian and foreign exploration resource deductions may be used against certain taxable income without expiry provided there has been no change in the control of the Company.  As at August 31, 2011, the available resource deductions amounted to approximately $2,331,000.  USA exploration resource deductions are amortized over a 10 year period. As at August 31, 2011, the available USA resource deductions amounted to approximately $1,987,000.





16.
SEGMENTED DISCLOSURE





The Company operates only in the mineral exploration sector within two geographic segments: Nevada and Alaska projects in the United States; and Colombian projects in Colombia.  Geographical exploration expenditures and recoveries are detailed in Schedule 1 to the financial statements.





Notes 9 and 10 provide disclosure as to the geographic location of equipment and mineral interests.





17.
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS





Year ended August 31,2011
2010
2009Non-cash investing and financing activities:Fair value of warrants issued for mineral interests
$             39,592
$           27,113
$                    -Fair value of shares issued for mineral interests
134,000
251,000
-Fair value of shares issued for finder's fees
-
101,332
-Fair value of shares received for mineral interests
134,959
45,000
20,000Fair value of options exercised
62,716
8,576
-Fair value of warrants exercised
-
4,306
-Mineral interest recovery in amounts receivable
152,854
-
-Cash paid during the year for:Interest
$                       -
$                     -
$                    -Income taxes
-
-
-





42
 Miranda Gold Corp.
 Notes to the Consolidated Financial Statements
 For the years ended August 31, 2011, 2010, and 2009
 (stated in Canadian Dollars)





18.
SUBSEQUENT EVENTS





Subsequent to August 31, 2011, the Company:





a)
granted stock options to directors, officers, employees and consultants on 1,865,000 shares of the Company’s capital stock, exercisable for up to five years at a price of $0.40 per share.  The options granted will vest 50% immediately, and 50% in twelve months from the date of grant;





b)
issued 100,000 warrants exercisable at $0.60 for a period of two years, to Range Minerals pursuant to the underlying lease on the Ester Dome property in Alaska (Note 10(e));





c)
issued 40,000 common shares to ExpoGold pursuant to the Cajamarca Option (Note 10(q)); and





d)
reports that 100,000 share purchase warrants expired on December 9, 2011.





19.
MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)





These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”).  There are no material variations in the accounting principles, practices, and methods used in preparing these financial statements from those principles, practices, and methods accepted in the United States (“US GAAP”).





On September 1, 2011, the Company will transition from the current Canadian GAAP standards to IFRS.  The Company will not be required to provide a reconciliation note to United States GAAP in future financial statements.





43