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CONSOLIDATED FINANCIAL STATEMENTS





AUGUST 31, 2007 AND 2006

(Stated in Canadian Dollars)



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INDEPENDENT AUDITORS CONSENT









We consent to the use of our report dated November 19, 2007 on the consolidated financial statements of Miranda Gold Corp. as at August 31, 2007 and 2006, and for the years ended August 31, 2007, 2006 and 2005 that are included in the Company's Registration Statement and Annual Report Form 20-F filing.











Vancouver, Canada

Morgan & Company



January 23, 2008

Chartered Accountants











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INDEPENDENT AUDITORS' REPORT



To the Shareholders of

Miranda Gold Corp.



We have audited the consolidated balance sheets of Miranda Gold Corp. as at August 31, 2007 and 2006, and the consolidated statements of operations and deficit, and cash flows for the years ended August 31, 2007, 2006 and 2005.  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 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 financial position of the Company as at August 31, 2007 and 2006, and the results of its operations and its cash flows for the years ended August 31, 2007, 2006 and 2005, in accordance with Canadian generally accepted accounting principles.



Vancouver, Canada

Morgan & Company



November 19, 2007

Chartered Accountants

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MIRANDA GOLD CORP.



CONSOLIDATED BALANCE SHEETS

(Stated in Canadian Dollars)





|                                         |   | AUGUST 31   |  
|---------------------------------------- | - | ----------- | -
|                                         |   | 2007        |  
|ASSETS                                   |   |             |  
|Current                                  |   |             |  
|Cash and cash equivalents                | $ | 7,481,150   |  
|Amounts receivable                       |   | 292,763     |  
|Marketable securities (Note 4)           |   | 55,000      |  
|Advances and prepaid expenses            |   | 80,888      |  
|                                         |   | 7,909,801   |  
|Equipment(Note 5)                        |   | 118,385     |  
|Mineral properties(Note 6)               |   | 256,773     |  
|                                         | $ | 8,284,959   |  
|LIABILITIES                              |   |             |  
|Current                                  |   |             |  
|Accounts payable and accrued liabilities | $ | 86,797      |  
|SHAREHOLDERS' EQUITY                     |   |             |  
|Share capital (Note 7)                   |   | 18,589,310  |  
|Contributed surplus (Note 7)             |   | 3,001,804   |  
|Deficit                                  |   | (13,392,952 | )
|                                         |   | 8,198,162   |  
|                                         | $ | 8,284,959   |  



Approved on behalf of the Board of Directors:





|                     |  |                   
|-------------------- |  | ------------------
|Kenneth Cunningham |  | G. Ross McDonald
|Director             |  | Director          



See notes to consolidated financial statements



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MIRANDA GOLD CORP.



CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

(Stated in Canadian Dollars)



|                                             |   | YEARS ENDED AUGUST 31 |   |  
|-------------------------------------------- | - | --------------------- | - | -
|                                             |   | 2007                  |   |  
|                                             |   |                       |   |  
|                                             |   |                       |   |  
|Revenue                                      |   |                       |   |  
|Management fees earned                       | $ | 37,083                |   | $
|Mineral property income                      |   | 168,331               |   |  
|Interest                                     |   | 281,949               |   |  
|                                             |   | 487,363               |   |  
|Expenses                                     |   |                       |   |  
|Amortization                                 |   | 34,867                |   |  
|Consulting                                   |   | 103,649               |   |  
|Interest and foreign exchange                |   | 54,333                |   |  
|Insurance                                    |   | 37,122                |   |  
|Investor relations                           |   | 295,833               |   |  
|Office rent, telephone, secretarial, sundry  |   | 148,586               |   |  
|Professional fees                            |   | 66,408                |   |  
|Management fees (Note 9)                     |   | 42,500                |   |  
|Property exploration costs (Schedule 1)      |   | 397,678               |   |  
|Stock based compensation                     |   | 1,583,901             |   |  
|Travel and business promotion                |   | 69,301                |   |  
|Transfer agent and regulatory fees           |   | 63,211                |   |  
|Wages and benefits                           |   | 654,057               |   |  
|                                             |   | 3,551,446             |   |  
|Operating loss                               |   | (3,064,083            | ) |  
|Gain on sale of investment (Note 4)          |   | -                     |   |  
|Loss on disposal of equipment                |   | -                     |   |  
|Write off of equipment                       |   | -                     |   |  
|Write off of abandoned mineral               |   |                       |   |  
|properties                                   |   | -                     |   |  
|Net loss for the year                        |   | (3,064,083            | ) |  
|Deficit, beginning of the year as previously |   |                       |   |  
|reported                                     |   | 9,877,904             |   |  
|Adjustments for change in accounting         |   |                       |   |  
|policy (Note 3)                              |   | 450,965               |   |  
|Deficit, as restated                         |   | 10,328,869            |   |  
|Loss for the year                            |   | 3,064,083             |   |  
|Deficit, end of the year                     | $ | 13,392,952            |   | $
|Basic and diluted loss per share             | $ | (0.08                 | ) | $
|Weighted average number of shares            |   |                       |   |  
|outstanding                                  |   | 38,215,329            |   |  



See notes to consolidated financial statements



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MIRANDA GOLD CORP.



CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in Canadian Dollars)

|                                           |   | YEARS ENDED AUGUST 31 |   |  
|------------------------------------------ | - | --------------------- | - | -
|                                           |   | 2007                  |   |  
|                                           |   |                       |   |  
|                                           |   |                       |   |  
|Cash provided by (used in):                |   |                       |   |  
|Operating activities                       |   |                       |   |  
|Net loss for year                          | $ | (3,064,083            | ) | $
|Items not affecting cash:                  |   |                       |   |  
|Amortization                               |   | 34,867                |   |  
|Accrued interest income                    |   | (80,203               | ) |  
|Stock based compensation                   |   | 1,583,901             |   |  
|Loss on sale equipment                     |   | -                     |   |  
|Write-off of abandoned mineral             |   |                       |   |  
|properties                                 |   | -                     |   |  
|Write-off of equipment                     |   | -                     |   |  
|Gain on sale of investment                 |   | -                     |   |  
|Non cash mineral property income           |   | (29,399               | ) |  
|Change in non-cash working capital items:  |   |                       |   |  
|Amounts receivable                         |   | (171,117              | ) |  
|Advances and prepaid expenses              |   | (16,259               | ) |  
|Accounts payable and accrued liabilities   |   | (2,360                | ) |  
|                                           |   | (1,744,653            | ) |  
|Investing activities                       |   |                       |   |  
|Proceeds on sale of investment             |   | -                     |   |  
|Mineral property option recoveries         |   | 130,514               |   |  
|Proceeds on sale of equipment              |   | -                     |   |  
|Equipment purchases                        |   | (45,972               | ) |  
|Mineral property acquisitions              |   | (81,944               | ) |  
|                                           |   | 2,598                 |   |  
|Financing activities                       |   |                       |   |  
|Issue of share capital                     |   | 2,773,838             |   |  
|Share issue costs                          |   | -                     |   |  
|                                           |   | 2,773,838             |   |  
|Increase in cash and cash equivalents      |   | 1,031,783             |   |  
|Cash and cash equivalents,                 |   |                       |   |  
|beginning of year                          |   | 6,449,367             |   |  
|Cash and cash equivalents, end of year     | $ | 7,481,150             |   | $
|Cash and cash equivalents is comprised of: |   |                       |   |  
|Cash                                       | $ | 481,150               |   | $
|Short-term deposits                        |   | 7,000,000             |   |  
|                                           | $ | 7,481,150             |   | $



See notes to consolidated financial statements



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MIRANDA GOLD CORP.



SCHEDULE 1

PROPERTY EXPLORATION COSTS

(Stated in Canadian Dollars)

Year ended August 31, 2007RecoveriesExploration
	from funding
	
	Net ExplorationExpenditures
	
	partners
	
	
	ExpendituresNevada:Angel Wings
	$
	94,342
	$
	(88,702
	)
	$
	5,640BPV
	
	9,135
	
	-
	
	
	9,135Coal Canyon
	
	71,492
	
	(50,357
	)
	
	21,135CONO
	
	15,664
	
	-
	
	
	15,664DAME
	
	4,487
	
	-
	
	
	4,487ETTU
	
	4,638
	
	-
	
	
	4,638General exploration
	
	174,684
	
	
	
	
	174,678Horse Mountain
	
	1,258
	
	-
	
	
	1,258Iron Point
	
	159,384
	
	(156,866
	)
	
	2,518PPM
	
	17,795
	
	(2,764
	)
	
	15,031Red Canyon
	
	106,604
	
	(103,753
	)
	
	2,851Red Hill
	
	2,365
	
	-
	
	
	2,365Redlich
	
	4,264
	
	-
	
	
	4,264666,112
	
	(402,442
	)
	
	263,664Utah:Lookout
	
	134,014
	
	-
	
	
	134,014Property exploration costs
	$
	800,126
	$
	(402,442
	)
	$
	397,678






See notes to consolidated financial statements







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MIRANDA GOLD CORP.



SCHEDULE 1 (continued)

PROPERTY EXPLORATION COSTS

(Stated in Canadian Dollars)



|                           |   | Year ended August 31, 2006 |             
|-------------------------- | - | -------------------------- | ------------
|                           |   |                            |             
|                           |   | Exploration                | from funding
|                           |   | Expenditures               |             
|Nevada:                    |   |                            |             
|Angel Wings                | $ | 34,256                     | $           
|BPV                        |   | 3,660                      |             
|Coal Canyon                |   | 30,835                     |             
|CONO                       |   | 7,331                      |             
|DAME                       |   | 51,139                     |             
|ETTU                       |   | 12,594                     |             
|Fuse                       |   | 252                        |             
|General exploration        |   | 111,422                    |             
|Horse Mountain             |   | 9,314                      |             
|Iron Point                 |   | 77,517                     |             
|PPM                        |   | 28,840                     |             
|Red Canyon                 |   | 15,061                     |             
|Red Hill                   |   | 3,210                      |             
|Redlich                    |   | 2,926                      |             
|                           |   | 388,357                    |             
|Utah:                      |   |                            |             
|Lookout                    |   | 4,048                      |             
|Property exploration costs | $ | 392,405                    | $           
|                           |   | Year ended August 31, 2005 |             
|                           |   |                            |             
|                           |   | Exploration                | from funding
|                           |   | Expenditures               |             
|Nevada:                    |   |                            |             
|Angel Wings                | $ | 741                        | $           
|Bald Peak                  |   | 201                        |             
|BPV                        |   | 833                        |             
|Coal Canyon                |   | 32,529                     |             
|CONO                       |   | 779                        |             
|DAME                       |   | 51,366                     |             
|ETTU                       |   | 7,106                      |             
|Fuse                       |   | 9,450                      |             
|General exploration        |   | 126,044                    |             
|Hercules                   |   | 4,678                      |             
|Horse Mountain             |   | 74,981                     |             
|Iron Point                 |   | 19,771                     |             
|JDW                        |   | 4,269                      |             
|Red Canyon                 |   | 14,753                     |             
|Red Hill                   |   | 1,124                      |             
|Redlich                    |   | 6,928                      |             
|Troy                       |   | 14,812                     |             
|Property exploration costs | $ | 370,365                    | $           



See notes to consolidated financial statements



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Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





1.

NATURE OF OPERATIONS



Miranda Gold Corp. (the Company) is incorporated in British Columbia, Canada, and is in the business of acquiring and exploring mineral properties in the western United States and has not yet determined whether its properties contain ore reserves that are economically recoverable. The recoverability of the amounts spent for mineral properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties, and upon future profitable production or proceeds from the disposition of the properties. The Company will periodically have to raise additional funds to continue operations and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future. To date the Company has not earned significant revenues and is considered a company in the development stage. Although the Company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Companys title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.



As at August 31, 2007, the Company had an accumulated deficit of $13,392,952 and working capital of $7,823,004.



2.

SIGNIFICANT ACCOUNTING POLICIES



a)

Basis of Presentation and Consolidation



These financial statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles.  They include the accounts of the Company and its wholly owned U.S. subsidiary, Miranda U.S.A., Inc. Its wholly owned Mexican subsidiary, Minas Miranda S.A. de C.V. is dormant.



b)

Use of Estimates



The preparation of financial statements in conformity with generally accepted accounting principles 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.  Actual results could differ from these estimates.  Significant estimates and assumptions include those related to the recoverability of mineral properties and deferred exploration expenditures, estimated useful lives of capital assets, determination as to whether costs are expensed or deferred, asset retirement obligations and stock based compensation valuations.



c)

Cash and Cash Equivalents



Cash and cash equivalents consist of cash and highly liquid short term investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.



d)

Marketable Securities



The Company records marketable securities at cost.  The cost of marketable securities is written down to market value when a decline in value is other than temporary.



e)

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%
|Furniture and fixtures | 20%



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Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006









2.

SIGNIFICANT ACCOUNTING POLICIES (continued)



f)

Mineral Properties and Related Exploration Expenditures



Mineral property exploration expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development are charged to operations as incurred.  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. 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.  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.



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.



g)

Financial Instruments



The Companys financial instruments consist of cash and cash equivalents, amounts receivable, marketable securities and accounts payable and accrued liabilities.



It is managements opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments.  The fair value of these financial instruments approximates their carrying value, unless otherwise noted.



h)

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.  No impairment was identified at August 31, 2007.



i)

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.  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.



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Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





2.

SIGNIFICANT ACCOUNTING POLICIES (continued)



j)

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 is equal for the years ended August 31, 2007, 2006 and 2005 as outstanding stock options and warrants were all anti-dilutive.



k)

Foreign Currency Translation



Transactions recorded in United States dollars have been translated into Canadian dollars using the Temporal Method as follows:



i)

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

ii)

non-monetary items at the historical exchange rate;

iii)

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.



l)

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.



m)

Stock Based Compensation



The Companys Stock Option Plan provides for granting of stock options to directors, officers and employees.  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.  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)

Comparative Figures



Certain comparative figures have been reclassified to conform to the current years presentation.



New accounting standards:



Financial Instruments, Comprehensive Income and Hedges



In January 2005, the Canadian Institute of Chartered Accountants issued Handbook Sections 3855, Financial Instruments  Recognition and Measurement, 1530, Comprehensive Income, and 3865 Hedges.  These new standards are effective for interim and annual financial statements relating to fiscal years commencing on or after October 1, 2006 on a prospective basis.  The Company will adopt these new standards effective September 1, 2007.



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Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006







3.

CHANGE IN ACCOUNTING POLICY



During the year ended August 31, 2007, the Company changed its accounting policy for mineral property exploration expenditures.  In prior years, the Company capitalized the acquisition cost of mineral properties and deferred exploration expenditures directly related to specific mineral properties, net of recoveries received.  Under the new policy, property exploration expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development are charged to operations as incurred.  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.



The impact of this change was to decrease mineral properties and increase the deficit by $198,466 for the year ended August 31, 2004 and to decrease mineral properties by $361,249, increase the deficit by $198,466 and increase the loss by $162,783 or $0.01 per share for the year ended August 31, 2005; and to decrease mineral properties by $450,965, increase the deficit by $361,249 and increase the loss by $89,716 for the year ended August 31, 2006.   The total effect of this change in accounting policy was to decrease mineral properties and increase the deficit by $450,965 as at August 31, 2006.



4.

MARKETABLE SECURITIES



|                                                                                                                                                                                                                                                                  |                 |                 |   |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------- | --------------- | - | -
|                                                                                                                                                                                                                                                                  | August 31, 2007 | August 31,
2006
|250,000 common shares of Golden Aria Corp. (a reporting U.S. company) (August 31, 2006  250,000) No value was ascribed to these shares on receipt as there was no basis for determining fair value at that time.  The fair value at August 31, 2007 was $52,810. | $               | -               | $ | -
|250,000 common shares of Romarco Minerals Inc. (a TSX.V listed company) received in fiscal year 2007.  The fair value at August 31, 2007 was $62,500.                                                                                                             |                 | 55,000          |   | -
|200,000 common shares of White Bear Resources Inc. (a private Canadian company) received in fiscal year 2007. No value was ascribed to these shares on receipt or at August 31, 2007 as there is no basis for determining fair value.                             |                 | -               |   | -
|                                                                                                                                                                                                                                                                  | $               | 55,000          | $ | -



The Company sold all of its common shares of Gulf Coast Oil & Gas (formerly Otish Mountain Diamond Company) in fiscal year 2006.



5.

EQUIPMENT



|                       |                 |                          |                |                |   |         |   |        
|---------------------- | --------------- | ------------------------ | -------------- | -------------- | - | ------- | - | -------
|                       | August 31, 2007 | August 31, 2006         
|                       | Cost            | Accumulated Amortization | Net
Book Value | Net
Book Value
|                       |                 |                          |                |                |   |         |   |        
|                       |                 |                          |                |                |   |         |   |        
|Computer equipment     | $               | 83,074                   | $              | (35,555)       | $ | 47,519  | $ | 22,057 
|Furniture and fixtures |                 | 13,035                   |                | (5,243)        |   | 7,792   |   | 7,301  
|Field equipment        |                 | 129,405                  |                | (66,331)       |   | 63,074  |   | 77,922 
|                       | $               | 225,514                  | $              | (107,129)      | $ | 118,385 | $ | 107,280



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Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006







| |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  | 



6.

MINERAL PROPERTIES

|     |                    |   | August 31, |   |           |   |            |   |   | August 31,
|---- | ------------------ | - | ---------- | - | --------- | - | ---------- | - | - | ----------
|note |                    |   | 2006       |   | Additions |   | Recoveries |   |   | 2007      
|     | Nevada:            |   |            |   |           |   |            |   |   |           
|a    | Redlich            | $ | -          | $ | 26,100    | $ | (26,100    | ) | $ | -         
|b    | Red Canyon         |   | 33,488     |   | -         |   | (33,488    | ) |   | -         
|c    | BPV                |   | -          |   | 11,325    |   | -          |   |   | 11,325    
|c    | CONO               |   | -          |   | 11,325    |   | -          |   |   | 11,325    
|d    | Coal Canyon        |   | -          |   | 11,325    |   | -          |   |   | 11,325    
|e    | Red Hill           |   | -          |   | -         |   | -          |   |   | -         
|f    | Fuse               |   | 28,015     |   | -         |   | (28,015    | ) |   | -         
|g    | ETTU               |   | 25,925     |   | -         |   | -          |   |   | 25,925    
|h    | Horse Mountain     |   | 12,855     |   | -         |   | (12,855    | ) |   | -         
|i    | DAME               |   | 72,584     |   | -         |   | -          |   |   | 72,584    
|j    | Iron Point         |   | 86,095     |   | -         |   | (22,540    | ) |   | 63,555    
|k    | Angel Wings        |   | 55,264     |   | 39,444    |   | (33,974    | ) |   | 60,734    
|l    | PPM                |   | 10,468     |   | -         |   | (10,468    | ) |   | -         
|     | Utah:              |   |            |   |           |   |            |   |   |           
|m    | Lookout            |   | -          |   | -         |   | -          |   |   | -         
|     | Mineral properties | $ | 324,694    | $ | 99,519    | $ | (167,440   | ) | $ | 256,773   



|     |                    |   | August 31, |   |           |   |            |   |   | Write off of |   |   | August 31,
|---- | ------------------ | - | ---------- | - | --------- | - | ---------- | - | - | ------------ | - | - | ----------
|note |                    |   | 2005       |   | Additions |   | Recoveries |   |   | interest     |   |   | 2006      
|     | Nevada:            |   |            |   |           |   |            |   |   |              |   |   |           
|a    | Redlich            | $ | -          | $ | 20,617    | $ | (20,617    | ) | $ | -            |   | $ | -         
|b    | Red Canyon         |   | 33,488     |   | -         |   | -          |   |   | -            |   |   | 33,488    
|c    | BPV                |   | 8,611      |   | -         |   | (8,611     | ) |   | -            |   |   | -         
|c    | CONO               |   | 8,611      |   | -         |   | (8,611     | ) |   | -            |   |   | -         
|d    | Coal Canyon        |   | -          |   | -         |   | -          |   |   | -            |   |   | -         
|e    | Red Hill           |   | 7,526      |   | 6,921     |   | (14,447    | ) |   | -            |   |   | -         
|f    | Fuse               |   | 63,342     |   | -         |   | (35,327    | ) |   | -            |   |   | 28,015    
|g    | ETTU               |   | 25,925     |   | -         |   | -          |   |   | -            |   |   | 25,925    
|h    | Horse Mountain     |   | 48,183     |   | -         |   | (35,328    | ) |   | -            |   |   | 12,855    
|i    | DAME               |   | 72,584     |   | -         |   | -          |   |   | -            |   |   | 72,584    
|j    | Iron Point         |   | 66,806     |   | 19,289    |   | -          |   |   | -            |   |   | 86,095    
|k    | Angel Wings        |   | 42,140     |   | 13,124    |   | -          |   |   | -            |   |   | 55,264    
|l    | PPM                |   | -          |   | 10,468    |   | -          |   |   | -            |   |   | 10,468    
|     | JDW                |   | 21,717     |   | -         |   | -          |   |   | (21,717      | ) |   | -         
|     | Sampson            |   | -          |   | 1,730     |   | -          |   |   | (1,730       | ) |   | -         
|     | Troy               |   | 23,052     |   | -         |   | -          |   |   | (23,052      | ) |   | -         
|     | Utah:              |   |            |   |           |   |            |   |   |              |   |   |           
|m    | Lookout            |   | -          |   | -         |   | -          |   |   | -            |   |   | -         
|     | Mineral properties | $ | 421,985    | $ | 72,149    | $ | (122,941   | ) | $ | (46,499      | ) | $ | 324,694   





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





6.

MINERAL PROPERTIES (continued)



a)

Redlich Property, Esmeralda County, Nevada



On January 23, 2003 (amended April 9, 2003, May 28, 2003 and December 9, 2003) the Company entered into an option agreement to acquire the Redlich property on completion of the following payment schedule.  The owner retained a 3% Net Smelter Return (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.



|                                                     |                                               |                                                           |                             
|---------------------------------------------------- | --------------------------------------------- | --------------------------------------------------------- | ----------------------------
|Option Due Dates                                     | Cash consideration to be paid to Optionor
US$ | Two year share purchase warrants to be issued to Optionor | Exploration Expenditures
US$
|Prior to August 31, 2005 (paid, issued and incurred) | 9,750                                         | 30,000 @ Cdn$0.40                                         | 22,500                      
|January 23, 2006 (paid, issued and incurred)         | 4,500                                         | 11,250 @ Cdn$0.45                                         | 22,500                      
|January 23, 2007 (paid, issued and incurred)         | 7,500                                         | 11,250 @ Cdn$0.50                                         | 22,500                      
|January 23, 2008                                     | 11,250                                        | 15,000 @ Cdn$0.55                                         | 30,000                      
|Total consideration                                  | 33,000                                        | 67,500                                                    | 97,500                      



On March 4, 2004 the Company entered into an exploration agreement with an option to form a joint venture with Newcrest Resources Inc. (Newcrest).  Newcrest will earn a 65% interest in the Redlich Property by paying the Company US$165,000 and completing work commitments of US$575,000, payable in stages to January 23, 2008, with a minimum work commitment of US$200,000 per year thereafter until US$1.8 million has been expended by 2012.  A joint venture will be formed upon completion of the earn-in commitments and on completion of a pre-feasibility study.  An additional 10% interest can be earned by completing a positive feasibility study, and up to an 80% interest, at the Companys election, by providing half of the Companys portion of the development costs.



|                                                 |                                                  |                             
|------------------------------------------------ | ------------------------------------------------ | ----------------------------
|Option Due Dates                                 | Cash consideration to be paid to the Company
US$ | Exploration Expenditures
US$
|Prior to August 31, 2005 (received and incurred) | 75,000                                           | 75,000                      
|January 23, 2006 (incurred)                      | -                                                | 150,000                     
|March 4, 2006 (received)                         | 30,000                                           | -                           
|January 23, 2007 (incurred)                      | -                                                | 150,000                     
|March 4, 2007 (received)                         | 30,000                                           | -                           
|January 23, 2008                                 | -                                                | 200,000                     
|March 4, 2008                                    | 30,000                                           | -                           
|Total                                            | 165,000                                          | 575,000                     





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





6.

MINERAL PROPERTIES (continued)



b)

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 completion of the following payments and share purchase warrant issues.  The owner retains a Net Smelter Return (NSR) royalty of 3% if the price of gold is below US$300 per ounce; 4% if the price of gold is between US$300 and US$400 per ounce; and 5% if the price of gold is over US$400 per ounce. 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 Optionor
US$ | Two year share purchase warrants to be issued to Optionor
|Prior to August 31, 2005 (paid and issued)                                                         | 25,000                                        | 75,000 @Cdn$0.37                                         
|November 18, 2005 (paid)                                                                           | 35,000                                        |                                                          
|November 18, 2006 (paid)                                                                           | 40,000                                        | -                                                        
|November 18, 2007 (paid subsequently)                                                              | 50,000                                        | -                                                        
|November 18, 2008                                                                                  | 50,000                                        | -                                                        
|November 18, 2009 to 2012 at $75,000 per year                                                      | 300,000                                       | -                                                        
|November 18, 2013 to 2023 at $100,000 per year (subject to inflation adjustment beginning in 2019) | 1,100,000                                     | -                                                        
|Total consideration                                                                                | 1,600,000                                     | 75,000                                                   



On October 13, 2004, the Company entered into an exploration agreement with an option to form a joint venture with Newmont Mining Corporation (Newmont). Newmont paid the Company US$30,000 at the time of signing the agreement and Newmont incurred US$454,603 in exploration expenditures prior to terminating the option on April 10, 2006.



On July 12, 2006 the Company entered into a letter agreement with Romarco Minerals Inc. (Romarco).  A definitive agreement was signed October 12, 2006. Romarco may earn a 60% joint venture interest by completing the following project work and underlying property lease and maintenance expenditures and by having delivering 250,000 common shares of Romarco (received January 15, 2007).  The Romarco common shares received had a fair value of $55,000.   On July 20, 2007 Romarco and the Company amended the agreement so that Romarco is obligated to drill 6,000 feet on the property by December 31, 2007, subject to permitting and drill rig availability, and in no event later than July 12, 2008, and is obligated to pay the underlying lease payment due November 18, 2007 and the claim holding fees.



Romarco may earn an additional 10% interest in the project (for a total of 70% interest) by the completion of a bankable feasibility study within 5 years from its initial earn-in on the Red Canyon project, subject to minimum expenditures of US$1,000,000 per year for the first two years and US$2,000,000 or more for the remaining three years.  If Romarco does not elect to complete a feasibility study, then to retain its interest and earn an additional 10% interest, Romarco shall expend a minimum of US$1,000,000 each year until it has incurred additional expenditures in the cumulative amount of US$20,000,000 upon completion of which Romarcos interest will be 70% and the Companys 30%.  If Romarco does not expend the required US$1,000,000 annually it shall be deemed to have elected to withdraw from the joint venture, the joint venture will be terminated and the property shall revert to the Company without Romarco retaining any interest.  Romarcos expenditures include payment of the underlying option payments as they become due.



---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





6.

MINERAL PROPERTIES (continued)



b)

Red Canyon Property, Eureka County, Nevada (continued)





|                                                   |                                              |                             
|-------------------------------------------------- | -------------------------------------------- | ----------------------------
|Option Due Dates                                   | Stock consideration delivered to the Company | Exploration Expenditures
US$
|December 31, 2007 
obligation to drill 6,000 feet | 250,000 shares of Romarco                    | 400,000                     
|July 12, 2008                                      |                                              | 500,000                     
|July 12, 2009                                      |                                              | 600,000                     
|July 12, 2010                                      |                                              | 750,000                     
|July 12, 2011                                      |                                              | 750,000                     
|Total                                              |                                              | 3,000,000                   



c)

BPV & CONO Properties, Eureka County, Nevada



On May 27, 2004, the Company entered into two 20-year mining leases for the BPV and CONO properties, 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 for
BPV Lease
US$ | Cash consideration to be paid to Lessor for
CONO lease
US$
|Prior to August 31, 2005 (paid)                                            | 12,500                                                    | 12,500                                                    
|May 27, 2006 (paid)                                                        | 6,250                                                     | 6,250                                                     
|May 27, 2007 (paid)                                                        | 10,000                                                    | 10,000                                                    
|May 27, 2008                                                               | 10,000                                                    | 10,000                                                    
|May 27, 2009                                                               | 12,500                                                    | 12,500                                                    
|May 27, 2010                                                               | 15,000                                                    | 15,000                                                    
|May 27, 2011 and 2012 - $30,000 each year                                  | 60,000                                                    | 60,000                                                    
|May 27, 2013 and 2014 - $40,000 each year                                  | 80,000                                                    | 80,000                                                    
|May 27, 2015 $50,000 and each year thereafter to be adjusted for inflation | 500,000                                                   | 500,000                                                   
|Total                                                                      | 706,250                                                   | 706,250                                                   



On February 4, 2005 the Company entered into an exploration agreement with an option to form a joint venture with Agnico-Eagle (USA) Ltd (Agnico).  Agnico could have earned a 60% interest in the BPV and CONO properties on paying the Company a total of US$355,000 (US$55,000 received) and on expending US$1,500,000 (incurred at least US$50,000) within five years. Agnico terminated the option effective November 30, 2006 and the Company will seek a new funding partner.



---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





6.

MINERAL PROPERTIES (continued)





d)

Coal Canyon Property, Eureka County, Nevada



On May 27, 2004, the Company entered into a 20-year mining lease for the Coal Canyon 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 Optionor
US$
|Prior to August 31, 2005 (paid)                                            |  | 12,500                                       
|May 27, 2006 (paid)                                                        |  | 6,250                                        
|May 27, 2007 (paid)                                                        |  | 10,000                                       
|May 27, 2008                                                               |  | 10,000                                       
|May 27, 2009                                                               |  | 12,500                                       
|May 27, 2010                                                               |  | 15,000                                       
|May 27, 2011 and 2012 - $30,000 each year                                  |  | 60,000                                       
|May 27, 2013 and 2014 - $40,000 each year                                  |  | 80,000                                       
|May 27, 2015 $50,000 and each year thereafter to be adjusted for inflation |  | 500,000                                      
|Total                                                                      |  | 706,250                                      



On April 6, 2005 (amended April 8, 2005) the Company entered into an exploration agreement with an option to form a joint venture with Golden Aria Corp. (Golden Aria). Golden Aria could have earned a 60% interest in the Coal Canyon Property by paying the Company a total US$200,000 (US$40,000 received), delivering 250,000 common shares of Golden Aria (received) and by expending US$1,000,000 (incurred at least US$150,000) within five years.  Golden Aria terminated the option effective March 23, 2007 and the Company will seek a new funding partner.



e)

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)                                            |  | 18,750                                     
|May 27, 2006 (paid)                                                        |  | 12,500                                     
|May 27, 2007 (paid)                                                        |  | 20,000                                     
|May 27, 2008                                                               |  | 20,000                                     
|May 27, 2009                                                               |  | 25,000                                     
|May 27, 2010                                                               |  | 30,000                                     
|May 27, 2011 and 2012 - $40,000 each year                                  |  | 80,000                                     
|May 27, 2013 and 2014 - $50,000 each year                                  |  | 100,000                                    
|May 27, 2015 $60,000 and each year thereafter to be adjusted for inflation |  | 600,000                                    
|Total                                                                      |  | 906,250                                    



---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006







| |  | 
| |  | 



6.

MINERAL PROPERTIES (continued)



e)

Red Hill Property, Eureka County, Nevada (continued)



On October 27, 2004 (amended November 17, 2005 and April 25, 2006) the Company entered into an exploration agreement with an option to form a joint venture with Barrick Gold Corporation (formerly Placer Dome US Inc) (Barrick).  Barrick will earn a 60% joint venture interest in the Red Hill Property on completion of the following payments to the Company and expenditures on the property. Thereafter, Barrick can earn an additional 10% interest by completing a bankable feasibility study within five years or by spending US$15,000,000 over a ten year period.  The joint venture will be formed upon completion of the earn-in period.  After completion of the feasibility study, the Company can request that Barrick arrange the Companys share of project financing, in which case Barrick will earn an additional 5% interest (for a total 75% interest) in the project, and will recover the Companys share of this financing from 60% of the Companys share of net cash flow from operations on the property.  Barricks expenditures include payment of half of the underlying lease payments as they become due.



|                                                 |                                                  |                             
|------------------------------------------------ | ------------------------------------------------ | ----------------------------
|Option Due Dates                                 | Cash consideration to be paid to the Company
US$ | Exploration Expenditures
US$
|Prior to August 31, 2005 (received)              | 40,000                                           | -                           
|October 27, 2005 (received/incurred)             | 25,000                                           | 100,000                     
|October 27, 2006 (received/incurred)             | 25,000                                           | 87,500                      
|October 27, 2007(received subsequently/incurred) | 100,000                                          | 250,000                     
|October 27, 2008                                 | 150,000                                          | 325,000                     
|October 27, 2009                                 | 200,000                                          | 1,237,500                   
|Total                                            | 540,000                                          | 2,000,000                   



f)

Fuse Property, Eureka County, Nevada



During the year ended August 31, 2004 the Company staked the Fuse East and Fuse West claim group. On September 28 and November 15, 2005 (amended April 25, 2006), the Company entered into exploration agreements with an option to form a joint venture with Barrick.



Barrick can earn a 60% interest in the Fuse East and Fuse West Properties on completion of the following payments to the Company and expenditures on the properties.  An additional 10% interest can be earned by completing a feasibility study within three years of earning the 60% interest and incurring annual work expenditures of US$247,500 and US$22,500 respectively for each property. An additional 5% can be earned by arranging financing for the Companys share of mine development.  The joint venture will be formed upon completion of the earn-in period.  The option agreement has a minimum duration of two years and a minimum expenditure level within the two years.



---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





6.

MINERAL PROPERTIES (continued)



f)

Fuse Property, Eureka County, Nevada (continued)



|                              |                                                  |                              |                                                  |                             
|----------------------------- | ------------------------------------------------ | ---------------------------- | ------------------------------------------------ | ----------------------------
|Option Due Dates              | Cash consideration to be paid to the Company
US$ | Exploration Expenditures
US$ | Cash consideration to be paid to the Company
US$ | Exploration Expenditures
US$
|                              | Fuse East                                        | Fuse West                   
|Prior to August 31, 2005      | 30,000                                           | -                            | 3,000                                            | -                           
|September 28, 2006 (received) | 27,000                                           | -                            | -                                                | -                           
|November 15, 2006 (received)  | -                                                | -                            | 3,000                                            | -                           
|September 28, 2007 (received) | 36,000                                           | 175,000                      | -                                                | -                           
|November 15, 2007 (received)  | -                                                | -                            | 4,000                                            | -                           
|September 28, 2008            | 45,000                                           | 200,000                      | -                                                | -                           
|November 15, 2008             | -                                                | -                            | 5,000                                            | -                           
|September 28, 2009            | 45,000                                           | 402,500                      | -                                                | -                           
|November 15, 2009             | -                                                | -                            | 5,000                                            | -                           
|September 28, 2010            | 67,500                                           | 1,000,000                    | -                                                | -                           
|November 15, 2010             | -                                                | -                            | 7,500                                            | 197,500                     
|Total consideration           | 250,500                                          | 1,777,500                    | 27,500                                           | 197,500                     





g)

ETTU Property, Eureka County, Nevada



In June, 2004, the Company staked claims in Kobeh Valley called the ETTU claims on the south end of the Eureka  Battle Mountain (Cortez) Gold Trend.



h)

Horse Mountain Property, Lander County, Nevada



On November 23, 2004, the Company entered into a 20-year mining lease for the Horse Mountain claims for the following consideration.  The Lessor retained a NSR royalty of 3.5%.



|                                                                  |                                                  |                                                         |                                
|----------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------------- | -------------------------------
|Mining Lease Due Dates                                            | Minimum Advance Royalties payable to  Lessor
US$ | Two year share purchase warrants to be issued to Lessor | Minimum linear feet of drilling
|Prior to August 31, 2005 (paid and issued)                        | 30,000                                           | 25,000 @ Cdn$0.70                                       |                                
|November 23, 2005 (paid)                                          | 30,000                                           | -                                                       |                                
|November 23, 2006 (paid and met)                                  | 30,000                                           | -                                                       | 3,000 feet                     
|November 23, 2007 (paid and met)                                  | 40,000                                           | -                                                       | 1,500 feet                     
|November 23, 2008                                                 | 40,000                                           | -                                                       | 1,500 feet                     
|November 23, 2009 and 2010 $50,000 each year                      | 100,000                                          | -                                                       | 1,500 feet                     
|November 23, 2011                                                 | 70,000                                           | -                                                       |                                
|November 23, 2012                                                 | 80,000                                           | -                                                       |                                
|November 23, 2013 and each year thereafter adjusted for inflation | 1,200,000                                        | -                                                       |                                
|Total consideration                                               | 1,620,000                                        | 25,000                                                  |                                



---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006







| |  |  | 
| |  |  | 



6.

MINERAL PROPERTIES (continued)



h)

Horse Mountain Property, Lander County, Nevada (continued)



On September 2, 2005 the Company entered into an exploration agreement with an option to form a joint venture with Barrick.  On June 27, 2007 Barrick terminated the option after having paid US$60,000 to the Company and having expended US$873,000 in exploration expenditures thereby exceeding its requirements.  Barrick is obligated to pay the annual Bureau of Land Management fees on this property due prior to September 2007 (paid).   The Company will seek a new funding partner for this project.



i)

Dame Property, Eureka County, Nevada



In February 2005, the Company staked claims in Kobeh Valley on the south end of the Battle Mountain-Eureka Trend.



j)

Iron Point Property, Humboldt County, Nevada



In February 2005, the Company staked the "AB OVO" claims in the Iron Point District. During September and October 2005 the Company staked the JTK claims and IP claims to expand the Iron Point project area.



On June 3, 2005, the Company entered into a 20-year mining lease and option to purchase 28 mining claims, with a sliding production royalty between 2.5% to 3.5% depending on the price of gold, for minimum advance royalty payments to be completed on the following schedule. These claims can be purchased outright for cash consideration between US$1,000,000 to US$2,000,000 depending on the

price of gold anytime up to June 3, 2015.



|                                              |  |                                               
|--------------------------------------------- |  | ----------------------------------------------
|Mining Lease Due dates                        |  | Minimum advance royalty payments to Lessor
US$
|Prior to August 31, 2005 (paid)               |  | 7,000                                         
|June 3, 2006 (paid)                           |  | 10,000                                        
|June 3, 2007 (paid)                           |  | 10,000                                        
|June 3, 2008                                  |  | 15,000                                        
|June 3, 2009                                  |  | 20,000                                        
|June 3, 2010 $25,000 and each year thereafter |  | 400,000                                       
|Total                                         |  | 462,000                                       



On November 22, 2006 the Company signed an exploration agreement with option to form joint venture with White Bear Resources, Inc. (White Bear) whereby White Bear may earn a 60% interest by paying the Company US$20,000, issuing the Company 100,000 common shares (received) of White Bear and by expending US$2,500,000 over five years.  White Bear may then elect to earn an additional 10% interest by funding a bankable feasibility study or by expending an additional US$10,000,000.  White Bear is a private company and the Company has not assigned a fair value to the White Bear common shares received.  White Bear must issue the Company another 100,000 common shares by January 15, 2008.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





7.

MINERAL PROPERTIES (continued)



j)

Iron Point Property, Humboldt County, Nevada (continued)



|                               |                                                  |                             
|------------------------------ | ------------------------------------------------ | ----------------------------
|Option Due Dates               | Cash consideration to be paid to the Company
US$ | Exploration Expenditures
US$
|November 22, 2006 (received)   | 20,000                                           | -                           
|November 22, 2007 (obligation) | -                                                | 100,000                     
|November 22, 2008 (obligation) | -                                                | 200,000                     
|November 22, 2009              | -                                                | 500,000                     
|November 22, 2010              | -                                                | 700,000                     
|November 22, 2011              | -                                                | 1,000,000                   
|Total                          | 20,000                                           | 2,500,000                   





k)

Angel Wings Property, Elko County, Nevada



In September 2005, the Company staked claims on northern projections of the vein system at Angel Wings.



On October 27, 2005 the Company entered into a 20 year mining lease for 30 mining claims with a private party with a sliding 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 and increased the size of the lease from 30 mining claims to 87 mining claims.  The Company has the option to buy up to two percentage points of the NSR for US$1,000,000 per percentage point.  However, the NSR shall never drop below 1% regardless of the price of gold.



|                                                  |  |                                               
|------------------------------------------------- |  | ----------------------------------------------
|Mining Lease Due dates                            |  | Minimum advance royalty payments to Lessor
US$
|Prior to August 31, 2005 (paid)                   |  | 35,000                                        
|October 27, 2006 (paid)                           |  | 35,000                                        
|October 27, 2007 (paid subsequently)              |  | 40,000                                        
|October 27, 2008                                  |  | 45,000                                        
|October 27, 2009                                  |  | 55,000                                        
|October 27, 2010                                  |  | 65,000                                        
|October 27, 2011                                  |  | 75,000                                        
|October 27, 2012 $85,000 and each year thereafter |  | 1,190,000                                     
|Total                                             |  | 1,540,000                                     



On May 15, 2007 the Company signed an exploration agreement with option to joint venture with White Bear whereby White Bear may earn a 60% interest by paying the Company US$30,000, by issuing the Company 100,000 common shares (received) of White Bear and by expending US$2,000,000 over five years.  White Bear may then elect to earn an additional 10% interest by funding a bankable feasibility study or by expending an additional US$10,000,000.  White Bear may then elect to earn an additional 10% interest by completing financial and work milestones. White Bear is a private company and the Company has not assigned a fair value to the White Bear common shares received.



---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





6.

MINERAL PROPERTIES (continued)



k)

Angel Wings Property, Elko County, Nevada (continued)





|                          |                                                  |                             
|------------------------- | ------------------------------------------------ | ----------------------------
|Option Due Dates          | Cash consideration to be paid to the Company
US$ | Exploration Expenditures
US$
|May 15, 2007 (received)   | 30,000                                           | -                           
|May 15, 2008 (obligation) | -                                                | 300,000                     
|May 15, 2009              | -                                                | 300,000                     
|May 15, 2010              | -                                                | 400,000                     
|May 15, 2011              | -                                                | 500,000                     
|May 15, 2012              | -                                                | 500,000                     
|Total                     | 30,000                                           | 2,000,000                   



l)

PPM, Humboldt County, Nevada



In September 2005 the Company staked mining claims known as the PPM Property located on the north end of the Battle Mountain-Eureka Trend.



On April 17, 2007 the Company signed an exploration agreement with option to form a joint venture with Piedmont Mining Company Inc. (Piedmont) whereby Piedmont may earn a joint venture interest in the PPM project.



Piedmont will earn a 55% joint venture interest in the property by paying the Company US$25,000 before May 17, 2007 and by completing expenditures of US$1,750,000 for exploration activities over a period of five years. A minimum work expenditure of US$175,000 is required in the first year with expenditure minimums increasing in subsequent years. Once the initial earn-in phase of 55% has been reached, Piedmont and the Company will enter into a joint venture agreement for which Piedmont will be the operator.



|                            |                                                  |                             
|--------------------------- | ------------------------------------------------ | ----------------------------
|Option Due Dates            | Cash consideration to be paid to the Company
US$ | Exploration Expenditures
US$
|May 17, 2007 (received)     | 25,000                                           | -                           
|April 17, 2008 (obligation) | -                                                | 175,000                     
|April 17, 2009              | -                                                | 200,000                     
|April 17, 2010              | -                                                | 300,000                     
|April 17, 2011              | -                                                | 425,000                     
|April 17, 2012              | -                                                | 650,000                     
|Total                       | 25,000                                           | 1,750,000                   

m)

Lookout Property, Tooele County, Utah



During the year ended August 31, 2006, the Company staked certain mining claims in Tooele County, Utah.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





7.

SHARE CAPITAL



a)

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



b)

Issued and Outstanding



|                                                              |                  |               |                     |   |          
|------------------------------------------------------------- | ---------------- | ------------- | ------------------- | - | ---------
|                                                              | Number of Shares | Share Capital | Contributed Surplus
|Outstanding, August 31, 2005                                  | 28,768,760       | $             | 10,493,824          | $ | 1,780,749
|Private placement of shares (net of $102,060 issue costs) (1) | 2,060,000        |               | 1,751,940           |   | -        
|Exercise of options                                           | 2,348,500        |               | 2,013,614           |   | (788,770)
|Exercise of warrants                                          | 3,089,250        |               | 1,268,637           |   | (34,987) 
|Fair value vested stock options granted                       | -                |               | -                   |   | 715,415  
|Fair value share purchase warrants issued for properties      | -                |               | -                   |   | 15,378   
|Outstanding, August 31, 2006                                  | 36,266,510       |               | 15,528,015          |   | 1,687,785
|Exercise of options                                           | 798,750          |               | 689,570             |   | (275,157)
|Exercise of warrants                                          | 2,494,500        |               | 2,371,725           |   | (12,300) 
|Fair value vested stock options granted                       | -                |               | -                   |   | 1,583,901
|Fair value share purchase warrants issued for properties      | -                |               | -                   |   | 17,575   
|Outstanding, August 31, 2007                                  | 39,559,760       | $             | 18,589,310          | $ | 3,001,804



(1)

During the fiscal year ended August 31, 2006 the Company completed a non-brokered private placement of 2,000,000 units at a price of $0.90 per unit, for gross proceeds of $1,800,000. Each unit consisted of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant is exercisable to purchase an additional common share at $1.15 per share until October 4, 2007.  In addition a cash payment of $48,060 was made and an additional 60,000 units, valued at $54,000, were issued as finders fees pursuant to the private placement.





c)

Stock Options Outstanding



As at August 31, 2007, stock options were outstanding for the purchase of common shares as follows:



|                 |  |                 |  |             |  |                  
|---------------- |  | --------------- |  | ----------- |  | -----------------
|Number of shares |  | Price per share |  | Exercisable |  | Expiry Date      
|55,000           |  | $0.27           |  | 55,000      |  | June 18, 2008    
|465,000          |  | $0.53           |  | 465,000     |  | February 9, 2009 
|973,750          |  | $0.71           |  | 973,750     |  | February 17, 2010
|80,000           |  | $1.18           |  | 80,000      |  | October 18, 2010 
|125,000          |  | $2.07           |  | 125,000     |  | February 1, 2011 
|50,000           |  | $1.70           |  | 37,500      |  | May 31, 2011     
|1,900,000        |  | $1.92           |  | 1,425,000   |  | April 17, 2011   
|200,000          |  | $1.64           |  | 150,000     |  | August 8, 2011   
|1,870,000        |  | $1.54           |  | 467,500     |  | March 28, 2012   
|5,718,750        |  |                 |  | 3,778,750   |  |                  





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





7.

SHARE CAPITAL (continued)



c)

Stock Options Outstanding (continued)



A summary of the changes in stock options for the previous two years ended August 31 is presented below:



|                             |             |                                 |      
|---------------------------- | ----------- | ------------------------------- | -----
|                             | Shares      | Weighted Average Exercise Price
|Outstanding, August 31, 2005 | 4,626,000   |                                 | $0.60
|Granted                      | 2,495,000   |                                 | $1.87
|Exercised                    | (2,348,500) |                                 | $0.52
|Outstanding, August 31, 2006 | 4,772,500   |                                 | $1.26
|Granted                      | 1,870,000   |                                 | $1.54
|Exercised                    | (798,750)   |                                 | $0.52
|Cancelled                    | (125,000)   | 1                               | $1.92
|Outstanding, August 31, 2007 | 5,718,750   |                                 | $1.44





d)

Stock Based Compensation



The Company has a shareholder-approved stock option plan that provides for the reservation for issuance of not more than 7,307,052 options to acquire common shares to its directors, officers, employees and consultants.  Options granted vest as to 25% immediately and 25% each six months thereafter.  During the year ended August 31, 2007, the Company recorded $1,583,901 in stock based compensation for options vested during the year (2006 - $715,415).



The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:



|                                                  |         |        
|------------------------------------------------- | ------- | -------
|                                                  | 2007    | 2006   
|Risk free interest rate                           | 4.12%   | 4.05%  
|Expected life                                     | 3 years | 3 years
|Expected volatility                               | 65%     | 84%    
|Expected dividend yield                           | 0%      | 0%     
|Weighted average of fair value of options granted | $0.71   | $1.06  



e)

Share Purchase Warrants



As at August 31, 2007, share purchase warrants were outstanding for the purchase of common shares as follows:



|                 |                 |      |             |                 
|---------------- | --------------- | ---- | ----------- | ----------------
|Number of Shares | Price per Share |      | Expiry Date
|552,500          | $               | 1.15 |             | October 4, 2007 
|11,250           | $               | 0.45 |             | January 23, 2008
|11,250           | $               | 0.50 |             | January 23, 2009
|575,000          |                 |      |             |                 





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





7.

SHARE CAPITAL (continued)



e)

Share Purchase Warrants (continued)



A summary of the changes in share purchase warrants for the previous two years ended August 31 is presented below:



|                             |             |                                 |      
|---------------------------- | ----------- | ------------------------------- | -----
|                             | Shares      | Weighted Average Exercise Price
|Outstanding, August 31, 2005 | 5,331,250   |                                 | $0.60
|Issued                       | 1,041,250   |                                 | $1.14
|Exercised                    | (3,089,250) |                                 | $0.40
|Expired                      | (125,000)   |                                 | $0.82
|Outstanding, August 31, 2006 | 3,158,250   |                                 | $0.98
|Issued                       | 11,250      |                                 | $0.50
|Exercised                    | (2,494,500) |                                 | $0.95
|Expired                      | (100,000)   |                                 | $0.90
|Outstanding, August 31, 2007 | 575,000     |                                 | $1.12



8.

COMMITMENTS

As at August 31, 2007, the Company has no significant commitments with any parties other than disclosed in note 6.

9.

RELATED PARTY TRANSACTIONS



a)

During the year ended August 31, 2007, the Company paid $42,500 (2006 - $71,500; 2005 - $76,100) to a company controlled by a common director for management of the Companys affairs. During the fiscal year ended 2006 the Company paid an additional $32,994 (2005 - $nil) for services related to helping arrange for the sale of investment stock held for sale by the Company.



b)

During the year ended August 31, 2007, the Company paid $19,216 (2006 - $127,700; 2005 - $84,374) to directors or companies controlled by common officers or directors for rent, telephone, secretarial, website, internet and office services.



c)

During the year ended August 31, 2007, the Company paid $76,500 (2006 - $38,500; 2005 - $nil) to a company controlled by a common officer pursuant to a contract for professional fees.



d)

During the year ended August 31, 2007, the Company paid $20,172 in director fees to independent directors.



e)

At August 31, 2007 an amount of $2,894 and US$1,196 for expenses owed to officers are included in accounts payable and accrued liabilities (August 31, 2006 $6,444) and US$3,000 is accrued for director fees owed to two independent directors at August 31, 2007.  These amounts were settled in ordinary course of business shortly after the year end.



f)

A director and officer of the Company holds a 10% interest in the properties described in Note 6(c) (d) and (e).



10.

INCOME TAXES



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



---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





10.

INCOME TAXES (continued)



|                                               |      |             |   |          
|---------------------------------------------- | ---- | ----------- | - | ---------
|                                               | 2007 | 2006       
|                                               |      |             |   |          
|Combined statutory tax rate                    |      | 34%         |   | 34%      
|                                               |      |             |   |          
|Computed tax recovery                          | $    | (1,050,000) | $ | (621,000)
|Changes in temporary differences               |      | (25,000)    |   | 49,000   
|Unrecognized items for tax purposes            |      | 538,000     |   | 202,000  
|Benefit resulting from reductions in tax rates |      | -           |   | 30,000   
|Benefit of income tax losses not recognized    |      | 537,000     |   | 340,000  
|                                               |      |             |   |          
|                                               | $    | -           | $ | -        



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



|                                       |      |             |   |            
|-------------------------------------- | ---- | ----------- | - | -----------
|                                       | 2007 | 2006       
|                                       |      |             |   |            
|Capital assets                         | $    | 36,000      | $ | 24,000     
|Exploration and development deductions |      | 409,000     |   | 436,000    
|Non-capital losses carried forward     |      | 1,762,000   |   | 1,443,000  
|Other temporary differences            |      | 21,000      |   | 30,000     
|                                       |      | 2,228,000   |   | 1,933,000  
|Valuation allowance                    |      | (2,228,000) |   | (1,933,000)
|                                       |      |             |   |            
|                                       | $    | -           | $ | -          



As at August 31, 2007 the Company has available losses for income tax purposes in Canada of approximately $2,862,000 and in the USA of approximately $2,443,000 which may be carried forward and applied against future taxable income when earned.



These losses expire as follows:



|     |        |           |  |          
|---- | ------ | --------- |  | ---------
|     | CANADA | USA      
|     |        | CDN$      |  | US$      
|2008 |        | 168,000   |  | -        
|2009 |        | 279,000   |  | -        
|2010 |        | 464,000   |  | -        
|2014 |        | 813,000   |  | -        
|2015 |        | 183,000   |  | -        
|2016 |        | 500,000   |  |          
|2017 |        | 509,000   |  |          
|2025 |        | -         |  | 1,081,000
|2026 |        | -         |  | 573,000  
|2027 |        | -         |  | 1,042,000
|     |        |           |  |          
|     |        | 2,916,000 |  | 2,696,000



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, 2007, the available resource deductions amounted to approximately $903,000.  USA exploration resource deductions are amortized over a 10 year period. As at August 31, 2007, the available resource deductions amounted to approximately $547,000.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





11.

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES



During the year ended August 31, 2007, the Company issued 11,250 share purchase warrants with a fair value of $17,575 pursuant to the mineral property option agreement described in note 6 (a).



During the year ended August 31, 2007, the Company received 200,000 common shares of Romarco Minerals Inc. at a fair value of $55,000 pursuant to the mineral property exploration agreement described in note 6 (b).



During the year ended August 31, 2006, the Company issued 11,250 share purchase warrants with a fair value of $15,378 pursuant to the mineral property option agreement described in note 6 (a).



During the year ended August 31, 2006, the Company issued 60,000 share purchase warrants as finders fees with a value of $54,000 pursuant to a private placement described in note 7 (b)(1).



12.

SUBSEQUENT EVENTS



Subsequent to August 31, 2007 the Company:



(a)

Issued 552,500 common shares pursuant to the exercise of share purchase warrants for gross proceeds of $635,375.



(b)

On October 3, 2007 the Company completed a non-brokered private placement of 4,460,000 units at a price of $1.05 per unit, for gross proceeds of $4,683,000.  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 $1.50 per share until October 4, 2009.  An additional 253,500 units were issued on the same terms as a finders fee.  If at any time following February 5, 2008 the volume weighted average trading price of the Companys common shares on the TSX Venture Exchange for 10 consecutive trading days is at least $2.10 per common share, the warrants will terminate at the close of business on the 30th trading day following the date on which the Company gives notice to the warrant holder of such fact and early termination.



13.

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



The Company prepares its financial statements in accordance with accounting principles generally accepted in Canada (Canadian GAAP).  With the change of accounting policy described in Note 3 there are no material differences in the Companys financial statements from those principles that the Company would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States (US GAAP).



1)

Other Comprehensive Income



US GAAP requires the disclosure, as other comprehensive income, of changes in the fair value of marketable securities throughout a period. Canadian GAAP does not require similar disclosure. Had the Company applied US GAAP, marketable securities and other comprehensive income would have risen by $60,310 to record the increase in the fair value of marketable securities held by the Company during the year.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2007 and 2006





13.

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



2)

Cumulative Since Inception Disclosure



The Company has opted to not report such information for Canadian reporting and for US GAAP purposes; the Company is considered an exploration stage company.  Statement of Financial Accounting Standards No. 7  Accounting and Reporting by Development Stage Enterprises requires the disclosure of cumulative-to-date information for each line item on the statements of operations and cash flow plus annual summaries of each component of shareholders equity since inception.  Under Canadian GAAP, Accounting Guideline AcG 11  Enterprises in the Development Stage, issued by the Canadian Institute of Chartered Accountants, does not require reporting of this information.  Had the consolidated financial statements been prepared in accordance with US GAAP such information would have been disclosed.



3)   Recent United States Financial Accounting Standards:



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements.This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments. The Company does not expect a significant impact on the consolidated financial statements.



In September 2006, FASB issued SFAS No. 157, Fair Value Measurements. This standard provides guidance for using fair value to measure assets and liabilities. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. The standard clarifies that for items that are not actively traded, fair value should reflect the price in a transaction with a markets participant, including an adjustment for risk. Under SFAS No. 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market which the reporting entity transacts. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company expects to adopt SFAS No. 157 on September 1, 2007 and the Company does not expect a significant impact on the consolidated financial statements.



In June 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainties in income taxes recognized in accordance with SFAS 109, Accounting for Income Taxes.  The interpretation is effective for fiscal years beginning on or after December 15, 2006.  The Company adopted this interpretation on January 1, 2007, and concluded there was no material impact of the adoption on its consolidated financial statements.  The Company has open tax years from 2006 with taxation authorities