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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 20-F

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

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

FOR THE FISCAL YEAR ENDEDAUGUST 31, 2004

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

For the transition period from ___________ to ___________

Commission File Number 0-27760

**MIRANDA GOLD CORP.**
  (Exact name of Registrant as specified in its charter)

**BRITISH COLUMBIA,
  CANADA** 
  (Jurisdiction of Incorporation or organization)

**Suite 306 - 1140 Homer Street, Vancouver, British
  Columbia, Canada, V6B 2X6** 
  (Address of Principal Executive Offices)

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

Title of each class 
  Name of each exchange on which registered: TSX Venture Exchange: MAD OTC Bulletin Board: MRDDF Frankfurt Stock Exchange: MRG Berlin Stock Exchange: MRG

Securities registered or to be registered pursuant to Section
  12(g) of the Act None

Common Stock, without par value 
  (Title of Class)

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

None 
  (Title of Class)

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Indicate the number of outstanding shares of each of the issuer’s
  classes of capital or common stock as of the close of the period by the annual
  report 22,169,260 common shares

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

x Yes       ̈
  No

Indicate by check mark which financial statement item the registrant
  has elected to follow.

x Item 17       ̈
   Item 18

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

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

 ̈ Yes       ̈
  No

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Table of Contents

|ITEM 1  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
      AND ADVISORS   | 1 
|------- | ------------------------------------------------------------- | --
|        |                                                               |   
|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE                       | 1 
|        |                                                               |   
|ITEM 3. | KEY INFORMATION                                               | 1 
|        |                                                               |   
|A.      | SELECTED FINANCIAL DATA                                       | 1 
|B.      | CAPITALIZATION AND INDEBTEDNESS                               | 2 
|C.      | REASONS FOR THE OFFER AND USE OF PROCEEDS                     | 2 
|D.      | RISK FACTORS                                                  | 3 
|        |                                                               |   
|ITEM 4  | INFORMATION ON THE COMPANY                                    | 4 
|        |                                                               |   
|A.      | HISTORY AND DEVELOPMENT OF THE COMPANY                        | 4 
|B.      | BUSINESS OVERVIEW                                             | 6 
|C.      | ORGANIZATIONAL STRUCTURE                                      | 7 
|D.      | PROPERTY                                                      | 7 
|        |                                                               |   
|ITEM 5  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                  | 13
|        |                                                               |   
|A.      | OPERATING RESULTS                                             | 13
|B.      | LIQUIDITY AND CAPITAL RESOURCES                               | 14
|C.      | RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES                | 15
|D.      | TREND INFORMATION                                             | 15
|        |                                                               |   
|ITEM 6  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                    | 15
|        |                                                               |   
|A.      | DIRECTORS AND SENIOR MANAGEMENT                               | 15
|B.      | COMPENSATION                                                  | 17
|C.      | BOARD PRACTICES                                               | 17
|D.      | EMPLOYEES                                                     | 17
|E.      | SHARE OWNERSHIP                                               | 17
|        |                                                               |   
|ITEM 7  | MAJOR SHAREHOLDERS AND RELATED PARTY
      TRANSACTIONS       | 19
|        |                                                               |   
|A.      | MAJOR SHAREHOLDERS                                            | 19
|B.      | RELATED PARTY TRANSACTIONS                                    | 20
|C.      | INTERESTS OF EXPERTS AND COUNSEL                              | 20
|        |                                                               |   
|ITEM 8  | FINANCIAL INFORMATION                                         | 21
|        |                                                               |   
|A.      | CONSOLIDATED STATEMENTS AND OTHER FINANCIAL
      INFORMATION | 21
|B.      | SIGNIFICANT CHANGES                                           | 21
|        |                                                               |   
|ITEM 9  | THE OFFER AND LISTING                                         | 22
|        |                                                               |   
|A.      | OFFER AND LISTING DETAILS                                     | 22
|B.      | PLAN OF DISTRIBUTION                                          | 23
|C.      | MARKETS                                                       | 23
|D.      | DILUTION                                                      | 23
|E.      | EXPENSES OF THE ISSUE                                         | 23
|        |                                                               |   
|ITEM 10 | ADDITIONAL INFORMATION                                        | 23
|        |                                                               |   
|A.      | SHARE CAPITAL                                                 | 23
|B.      | MEMORANDUM AND ARTICLES OF ASSOCIATION                        | 23
|C.      | MATERIAL CONTRACTS                                            | 25
|D.      | EXCHANGE CONTROLS                                             | 25
|E.      | TAXATION                                                      | 27

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|F. | DIVIDENDS AND PAYING AGENTS | 33
|-- | --------------------------- | --
|G. | STATEMENT BY EXPERTS        | 33
|H. | DOCUMENTS ON DISPLAY        | 33
|I. | SUBSIDIARY INFORMATION      | 34

|ITEM 11  | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK | 34
|-------- | ---------------------------------------------------------------- | --
|ITEM 12  | DESCRIPTION OF SECURITIES OTHER THAN
      EQUITY SECURITIES     | 34
|ITEM 13  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                  | 34
|ITEM 14  | MATERIAL MODIFICATIONS TO THE RIGHTS
      OF SECURITY HOLDERS   | 34
|ITEM 15  | CONTROLS AND PROCEDURES                                          | 34
|ITEM 16  | [RESERVED]                                                       | 35
|ITEM 17  | FINANCIAL STATEMENTS                                             | 35
|ITEM 18* | FINANCIAL STATEMENTS                                             | 35
|ITEM 19  | EXHIBITS                                                         | 35

* The Company has responded to Item 17 in lieu of responding
  to this Item.

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ITEM 1IDENTITY OFDIRECTORS, SENIOR MANAGEMENT AND ADVISORS

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

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

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

ITEM 3. KEY INFORMATION

A.Selected Financial Data

The selected consolidated financial information set out below
  has been obtained from financial statements that reflect the Company’s
  operations in the mineral property exploration business.

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

For the Year Ended August 31


|                               | 2004      |   | 2003      |   | 2002    |   | 2001    |   | 2000    |  
|------------------------------ | --------- | - | --------- | - | ------- | - | ------- | - | ------- | -
|                               | $         |   | $         |   | $       |   | $       |   | $       |  
|Revenues (interest income)     | 13,789    |   | 2,066     |   | 894     |   | 2,611   |   | 9,014   |  
|General and Administrative     | 1,628,810 |   | 479,953   |   | 279,694 |   | 170,660 |   | 142,441 |  
|Expenses                       |           |   |           |   |         |   |         |   |         |  
|Write off of Abandoned         |           |   |           |   |         |   |         |   |         |  
|Mineral Properties and Related | 440,646   |   | 34,839    |   | Nil     |   | 528,803 |   | 39,490  |  
|Exploration Expenses           |           |   |           |   |         |   |         |   |         |  
|Loss For The Year              | 2,048,055 |   | 512,726   |   | 278,800 |   | 696,852 |   | 172,917 |  
|Income (Loss) per share        | (0.11     | ) | (0.07     | ) | (0.12   | ) | (0.42   | ) | (0.10   | )
|Current Assets                 | 1,656,902 |   | 324,208   |   | 289,705 |   | 32,493  |   | 133,280 |  
|Total Assets                   | 2,200,855 |   | 1,026,837 |   | 643,430 |   | 248,783 |   | 846,124 |  
|Current Liabilities            | 46,708    |   | 24,304    |   | 9,643   |   | 15,796  |   | 285     |  
|Long Term Debt                 | Nil       |   | Nil       |   | Nil     |   | 70,000  |   | Nil     |  
|Shareholders Equity            | 2,154,147 |   | 1,002,533 |   | 633,787 |   | 162,987 |   | 845,839 |  

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The following table sets out the rate of exchange for the
  Canadian dollar at August 31, 2004, August 31, 2003, August 31, 2002, August
  31, 2001, and August 31, 2000, the average rates for the period, and the range
  of high and low rates for the period.

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


|                                   | Average | High   | Low    | Close 
|---------------------------------- | ------- | ------ | ------ | ------
|For the Year Ended August 31, 2004 | $ 1.32  | $ 1.38 | $ 1.26 | $ 1.31
|For the Year Ended August 31, 2003 | $ 1.46  | $ 1.60 | $ 1.33 | $ 1.39
|For the Year Ended August 31, 2002 | $ 1.56  | $ 1.61 | $ 1.50 | $ 1.56
|For the Year Ended August 31, 2001 | $ 1.53  | $ 1.58 | $ 1.47 | $ 1.54
|For the Year Ended August 31, 2000 | $ 1.48  | $ 1.51 | $ 1.44 | $ 1.48

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

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


|     | June, 2004 | July, 2004 | August, 2004 | September, 2004 | October, 2004 | November, 2004
|---- | ---------- | ---------- | ------------ | --------------- | ------------- | --------------
|High | $ 1.34     | $ 1.33     | $ 1.32       | $ 1.30          | $ 1.27        | $ 1.22        
|Low  | $ 1.33     | $ 1.31     | $ 1.31       | $ 1.26          | $ 1.21        | $ 1.18        

The value of the U.S. Dollar in relation to the Canadian Dollar was $1.1904 as of November 30, 2004.

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

C.  Reasons for the Offer and Use of Proceeds

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

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D.  Risk Factors

Early Stage Exploration Company

The exploration for and development of mineral deposits involves
  significant financial risks over a significant period of time that even a combination
  of careful evaluations, experience and knowledge may not eliminate. While exploration
  for minerals may result in substantial rewards, few properties that are explored
  are ultimately developed into producing mines. Major expenses are required to
  establish reserves by drilling and to construct mining and processing facilities
  at a site. It is impossible to know whether the current exploration programs
  of the Company will ultimately result in a profitable commercial mining operation.

Financial Risk

Prior to completion of the Company’s exploration programs,
  the Company anticipates that it will incur increased operating expenses without
  realizing any revenues. The Company expects to incur significant losses into
  the foreseeable future. If the Company is unable to generate significant revenues
  from exploration of its mineral claims and the production of minerals thereon,
  if any, the Company will not be able to earn profits or continue operations.
  There is no history upon which to base any assumption as to the likelihood that
  the Company will prove successful, and the Company can provide investors with
  no assurance that it will generate any operating revenues or ever achieve profitable
  operations.

Competition

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

Compliance With Government Regulations

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

Risks Associated With Mining

The Company’s operations are subject to all of the hazards
  and risks normally incident to the exploration for and development and production
  of precious minerals, any of which could result in damage for which the Company
  may be held responsible. Hazards such as unusual or unexpected rock formations,
  landslides, flooding or other adverse conditions may be encountered in the drilling
  and removal of material. While the Company may obtain insurance against certain
  risks in such amounts as it considers adequate, the nature of these risks is
  such that liabilities could exceed policy limits or could be excluded from coverage.
  There are also risks against which the Company cannot

3

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insure or against which it may decide not to insure. The potential
  costs which could be associated with any liabilities not covered by insurance
  or in excess of insurance coverage may cause substantial delays and require
  significant capital outlays, adversely affecting the Company’s earnings
  and competitive position in the future and potentially, its financial position.

ITEM 4 INFORMATION ON THE COMPANY

A.  History and Development of the Company

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

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

The Company's head office is located at Suite 306 –
  1140 Homer Street, Vancouver, British Columbia, V6B 2X6. The contact person
  is Dennis Higgs, Chairman, Chief Financial Officer and Director. The telephone
  number is (604) 689-1659 and the facsimile number is (604) 689-1722.

In October, 2002, the Company entered into an option agreement
  to acquire a 100% interest in three gold projects in Nevada known as the Hercules
  Property, the Imperial Mine Property and the Gilman Property, subject to a 3%
  net smelter return royalty (“NSR”). Upon completion of a bankable
  feasibility study, the Company can buy 2/3 of the NSR royalty on each property
  (i.e. 2% NSR, leaving 1% NSR on each property) for US $2 million. However,
  in 2003, the Company dropped the Gilman project as this project no longer fit
  the Company’s exploration strategy. During this fiscal year the Company
  sold outright its interest in the Imperial Mine property for a one-time cash
  payment of US $50,000.

Under an agreement dated January, 2003 and an amended agreed
  dated April 9, 2003, the Company entered into an option agreement to acquire
  a 100% interest in four gold projects in Nevada know as the Blackrock property,
  the Cold Springs property, the Troy property and the Redlich property. During
  this fiscal year the Company terminated its interest in the Blackrock and Cold
  Springs properties. The Company performed preliminary exploration work on the
  Troy property during the fall of 2004. In March, 2004, the Company signed a
  binding letter of intent to joint venture its Redlich project located in Esmeralda
  County, Nevada, with Newcrest Resources Inc. (“Newcrest”).

In June 2003, the Company listed its shares on the Frankfurt
  and Berlin Stock Exchanges thereby allowing European investors easier access
  to trade the Company’s shares.

In November, 2003, Kenneth D. Cunningham, M.S. Geo, B.S. Geo.
  agreed to join the Board of Directors of Miranda Gold Corp. Mr. Cunningham has
  assumed the position of President and CEO of Miranda Gold Corp. and President
  of Miranda U.S.A., Inc. , the Company’s wholly-owned U.S. subsidiary.

Also in November, 2003, the Company leased the Red Canyon
  property in Eureka County, Nevada. The Red Canyon Property is comprised of 237
  unpatented lode mining claims covering approximately 19.5 square kilometers.
  Miranda signed a letter of intent for a twenty-year lease on the Red Canyon
  project. Miranda will pay $26,200 upon signing of the formal agreement and
  issue 75,000 warrants. The warrants allow the property vendors the right to
  purchase common shares of Miranda Gold Corp. at $0.37 for a period of two
  years from their date of issue. Miranda will pay annual advance royalty payments
  totaling $600,000 through years one through ten.

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The Red Canyon property is subject to a net smelter return
  royalty (“NSR”) of 3% if the gold price is below $300 per ounce;
  4% if the price of gold is between $300 - $400 per ounce; and 5% if
  the price of gold is over $400 per ounce. Miranda has the option to buy
  2 percentage points of the NSR for $1 million per percentage point. Subsequent
  to the year end the Company joint ventured its Red Canyon property with Newmont
  Mining Corporation. Newmont paid US $30,000 to Miranda upon signing of the
  Venture Agreement and will assume the payments on the underlying lease. Newmont
  can earn a 60% interest in the Red Canyon property by spending US $2.5 million
  in exploration expenditures prior to December 31, 2009, of which US $300,000
  would be expended by December 31, 2005, and may earn an additional 10% interest
  in the Red Canyon project (for a total 70% interest) by completing a bankable
  feasibility study, with a minimum annual expenditure of US $250,000 until
  completion of the feasibility study.

In December, 2003 Miranda Gold Corp. signed an option to acquire
  a 100% interest in the Bald Peak project located in Mineral County, Nevada.
  The project has the potential for the discovery of high-grade underground quartz-adularia-style
  veins as well as bulk tonnage stockwork deposits.

The total acquisition price for the project is payable over
  five years after the issuance of a drilling permit and comprises 225,000 warrants
  and $177,500 (U.S.). A total of 7,500 (U.S.) is payable within 15 days of
  signing, with no payments due to the Optionor until the earlier of drill permits
  being issued or two years, whichever occurs first. The warrants allow the Optionor
  the right to purchase common shares of Miranda Gold Corp. at prices ranging
  from $0.25 to $0.50 (Cdn) and are exercisable for a period of two years
  from their date of issue.

The project is subject to a 3% net smelter return royalty
  (“NSR”), however the Company can buy 2/3 of the NSR royalty (i.e.
  Miranda can buy 2% NSR, leaving a 1% NSR on the property) for $1,000,000
  US for each 1% of the NSR purchased.

Also in December, 2003, the Company announced that Joe Hebert,
  B.S. Geo. had agreed to join Miranda U.S.A., Inc., the Company’s wholly-owned
  U.S. subsidiary, as Vice President of Exploration.

In January, 2004, the Company staked two claims blocks called
  the Fuse and the JDW property in Pine Valley, Eureka County, Nevada. The Fuse
  property is comprised of 148 unpatented lode mining claims covering approximately
  4.6 square miles. The JDW property consists of 62 claims and lies both north
  and east of Placer Dome’s Red Hill Project area. Both properties lie in
  the prolific Cortez or Battle Mountain – Eureka gold belt, approximately
  10 miles east of the Cortez Joint Venture’s ET Blue Project.

In February, 2004, Mr. Brent Cook joined the Company as an
  advisor. Mr. Cook has twenty-five years of experience focused on the economic
  evaluation of minerals exploration and development and mining properties located
  in over 50 countries and encompassing virtually all geologic environments.

In May, 2004, the Company signed a binding letter of intent
  to joint venture its Hercules project located in Lyon County, Nevada, with Lincoln
  Gold Corp. Under the terms of the joint venture agreement, Lincoln has paid
  $10,000 to Miranda and is obligated to complete a work commitment of $75,000
  or 3,600 feet of drilling by September 18, 2004. In August 2004 Lincoln began
  drilling on the Hercules project located in Lyon County, Nevada. Subsequent
  to the year end the Company dropped the Hercules property.

In May, 2004, the Company signed a mineral lease agreement
  on four properties, all of which are located in the Cortez Trend portion of
  the Eureka-Battle Mountain Gold Belt. The properties include 79 claims at Red
  Hill, 64 claims in Coal Canyon, 43 claims in the Cortez Mountains (BPV property)
  and 73 claims in the Horse Creek Valley area (CONO property). The lease agreement
  was later separated into four separate property leases. The terms on the Coal
  Canyon, BPV and CONO leases each require advance annual royalty payments starting
  at $6,250 (US) in year one and climbing to $50,000 (US) by year ten
  and each year thereafter. The Red Hill lease requires advance annual

5

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royalty payments starting at $6,250 (US) in year one and
  climbing to $60,000 (US) by year ten and each year thereafter for the life
  of the lease. The Lessor also retains a 2.5% to 5.0% sliding scale royalty that
  is subject to buy down provisions to 2%. Subsequent to the year end the Company
  joint ventured its Red Hill property with Placer Dome. PDUS will pay US $49,875
  to Miranda upon signing of the Letter Agreement. In addition, PDUS may pay a
  total of US$500,000 to Miranda over the four-year earn-in period. PDUS can
  earn a 60% interest in the property by spending US $2.0 million in exploration
  expenditures over four years, of which US $100,000 is committed to be expended
  during the first year. After completing the 60% earn-in phase, PDUS can elect
  to earn an additional 10% interest in the Red Hill project (for a total 70%
  interest) by completing a bankable feasibility study within five years, with
  a minimum annual expenditure of US $250,000 during the period in which PDUS
  completes the feasibility study. After completion of the feasibility study,
  Miranda can request that PDUS arrange Miranda’s share of project financing,
  in which case PDUS will earn an additional 5% interest (for a total 75% interest)
  in the project, and will recover Miranda’s share of this financing from
  60% of Miranda’s share of net cash flow from operations on the property.

In June, 2004, the Company staked 28 claims in Kobeh Valley
  called the ETTU claims on the south end of the Eureka – Battle Mountain
  (Cortez) Gold Trend.

In July, 2004, the Company’s shares were quoted on the
  OTC Bulletin Board under the trading symbol: MRDDF.

Also in July, 2004, Newcrest Resources Inc. began drilling
  on Miranda’s Redlich project located in Esmeralda County, Nevada. Newcrest
  permitted 21 drill sites at Redlich and drilled at least 19 holes during the
  first phase of exploration drilling. Results were released subsequent to fiscal
  year-end 2004, and Newcrest staked an additional 57 claims and is permitting
  a second phase of drilling.

Subsequent to the year end the company leased the Horse Mountain
  property located in Lander County, Nevada. The Horse Mountain property comprises
  139 claims covering approximately 4.5 square miles. The property is located
  approximately 11 miles west-northwest of the Cortez Joint Venture’s Pipeline
  Mine and is surrounded by lands being explored by the Cortez Joint Venture.

Miranda has signed a 20-year lease on the Horse Mountain project,
  has paid a US $30,000 signing bonus, and will issue 25,000 warrants to the
  underlying claim owner. Advance Royalty payments due on the first and second
  anniversaries are US $30,000 each. The Horse Mountain property is subject
  to a net smelter royalty (“NSR”) of 3.5% .

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

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

B. Business Overview

The Company is a natural resource company engaged in the acquisition,
  exploration and development of mineral properties. The Company’s primary
  focus is on gold exploration in Nevada. The Company has varying interests in
  a number of mineral properties located in Nevada. The Company plans to explore
  and develop its mineral properties or joint venture them to other companies
  for their further development.

Miranda Gold Corp. has twelve gold exploration projects in
  various stages of exploration in Nevada. These projects include the Redlich
  project located in Esmeralda County, the Troy Canyon project located in Nye
  County, the Bald Peak project located in Mineral County, and the Red Canyon,
  Fuse, JDW, Red Hill, Coal Canyon, BPV, CONO, and

6

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ETTU projects located in Eureka County and the Horse Mountain
  project located in Lander County. The Red Hill, Redlich and Red Canyon projects
  are joint ventured to other companies.

Miranda continues to resolve a robust exploration model to
  predict the location of large gold systems based on a geologic understanding
  of recent developments on the Cortez Trend. Complementing Miranda's efforts
  to identify direct extensions of the Cortez Trend southeast into the Horse Creek
  Valley-Pine Valley area, Miranda is utilizing GIS and regional databases to
  identify additional discrete mineral belts similar to and parallel to the Cortez
  Trend.

C. Organizational Structure

The Company has one subsidiary, Miranda U.S.A., Inc.

The Company’s wholly-owned U.S. subsidiary, Miranda
  U.S.A., Inc. was incorporated under the laws of the State of Nevada. On July
  19, 1996 Miranda U.S.A., Inc. filed with the Secretary of State for the State
  of Nevada a Statement to Transact Business in Nevada.

D. Property

Nevada

Miranda Gold Corp. has twelve gold exploration projects in
  various stages of exploration and development in Nevada. These projects include
  the Redlich project located in Esmeralda County, the Troy Canyon project located
  in Nye County, the Bald Peak project located in Mineral County, and the Red
  Canyon, Fuse, JDW, Red Hill, Coal Canyon, BPV, CONO, and ETTU projects located
  in Eureka County and the Horse Mountain project located in Lander County. The
  Red Hill, Redlich and Red Canyon projects are in joint venture with other companies.

Troy and Redlich Properties

By an agreement dated January 23, 2003 and subsequent amendments,
  the Company has an option to acquire a 100% right, title and interest in two
  gold projects in Nevada: the Troy property in Nye County and the Redlich Property
  in Esmeralda County, subject to a 3% net smelter return royalty. Upon completion
  of a bankable feasibility study, the Company can buy 2/3 of the NSR royalty
  on each property (i.e. 2% NSR, leaving 1% NSR on each property) for one million
  dollars U.S. for each 1% NSR being purchased.

The remaining acquisition price for the two properties is
  payable until January 23, 2008 and comprises 90,000 warrants and US $54,000.
  The warrants allow the vendor the right to purchase common shares of Miranda
  Gold Corp. at prices ranging from Cdn. $0.40 to $0.55 and are exercisable
  for a period of two years from their date of issue. The consideration and work
  commitments are prorated to allow for the termination of any of the individual
  properties.

The Company also has a combined remaining work commitment
  on these two properties of US $172,500 until January 23, 2008.

The Troy property is located in the Troy District in the Grant
  Range of northeastern Nye County, Nevada. Limited historical gold production
  of approximately 2000 tons at .35 oz Au/t has taken place. The quartz body identified
  on this property is 1,200 feet long, open-ended at depth at over 600 feet, and
  has a width ranging from 20 to 70 feet. This presents a large target for drilling.
  Limited exploration work has taken place in the past and ore grade samples have
  been recovered (samples up to 1.67 oz Au/t). This property has the potential
  for a high-grade gold deposit and has never been drilled.

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The Company initiated underground mapping and sampling in
  August 2004. The results of this work confirm the presence of high grade gold
  (to 16 oz Au/t) in underground stopes and that multiple sub parallel 2 to 10
  foot east- dipping veins can be targeted with a modest first pass drill program.
  Surface mapping was also completed in order to begin to advance targets satellite
  to the known underground workings.

Continued work is planned for late 2004 or early 2005 including
  permitting a first-pass drill program.

Redlich Property

The Redlich project is located in Esmeralda County along the
  northwest-southeast trending Walker Lane structural corridor. The Redlich prospect
  is an upper level, low-sulfidation, adularia-sericite, epithermal system with
  a similar geologic setting as that at the Midway project near Tonopah, Nevada.
  Boulders and cobbles of high-grade, well-banded quartz vein material have been
  discovered in surface exposures of Tertiary gravels. These fragments of mineralized
  epithermal veins on surface assay up to 4 ounces of gold per ton and 20 ounces
  of silver per ton. The banded quartz is found over an area of approximately
  100 acres (40 hectares).

Several companies have explored the Redlich project area including
  Inspiration Development, FMC Gold and the Cordilleran Nevada syndicate. Previous
  drilling has encountered mineralized intervals grading between 0.07 to .59 oz
  Au/t in quartz veins or quartz fracture zones. In addition, multiple zones of
  lower-grade disseminated mineralization were encountered in the drilling, four
  of which are hosted by quartzite breccia and intrusive diorite. This is highly
  suggestive of the occurrence of a large tonnage, intrusive-related, disseminated
  gold deposit.

The Redlich project area has the potential to discover both
  high-grade banded quartz veins or large-tonnage disseminated and intrusive-hosted
  mineralization.

To facilitate an assessment of the Redlich Prospect’s
  potential, a compilation and review of all available data was undertaken. Much
  of the data has been digitized and includes locations, descriptions and assay
  results for approximately 300 rock chip samples taken in the Redlich vicinity
  by FMC Gold Co. and another 200 taken by Cordex Exploration Co. The Company
  increased its land position by staking an additional 18 claims at the Redlich
  project, Esmeralda County, Nevada.

The Company signed an agreement to joint venture its Redlich
  project with Newcrest Resources Inc. (“Newcrest”) in March 2004.

Miranda’s Redlich property comprises a total of 104
  claims. Newcrest paid to Miranda US $45,000, and thereafter US $30,000
  annually until March 4, 2008. Newcrest will have an annual work commitment commencing
  with US $75,000 this year, US $150,000 for each of the next two years,
  and then US $200,000 per year thereafter until it has earned an interest
  in the project. Newcrest can earn a 65% interest in the Redlich project by spending
  a minimum of $1.8 million in exploration expenditures by March, 2012 and
  presenting to Miranda a pre-feasibility study. Newcrest can earn an additional
  10% interest in the project (for a total of 75% interest) by the completion
  of a (positive) feasibility study on the Redlich project, and up to an 80% interest,
  at Miranda’s election, by providing half of Miranda’s portion of
  the development costs.

Past drilling has encountered among others, eight mineralized
  intervals of five feet each grading between 0.08 oz Au/t (2.7 g Au/t) and up
  to 0.59 oz Au/t (20.2 g Au/t). Each of these intervals is associated with wide
  intervals of low-grade mineralization. The gold mineralization occurs in quartz
  veins or quartz fracture zones.

Newcrest completed a first phase drill program in the end
  of October 2004 that included 19 holes for a total of 11,094 feet (3,382m).
  The highlights of this drilling included high-grade intercepts of 10 feet @
  0.680 oz Au/t, 5feet

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@ 1.35 oz Au/t, and 15 feet @ 0.330 oz Au/t. In addition to
  high-grade, one hole included an intercept of 190 feet @ 0.020 oz Au/t.

Newcrest is encouraged by the drilling and as a result has
  expanded the claim block by 57 new claims resulting in a total of 161 claims.
  Pending drilling approval, Newcrest plans to initiate a second round of drilling
  in the first quarter of 2005.

Red Canyon Project

Miranda has signed a letter of intent for a twenty-year lease
  on the Red Canyon project. Miranda paid US $26,200 upon signing of the formal
  agreement and issued 75,000 warrants. The warrants allow the property vendors
  the right to purchase common shares of Miranda Gold Corp. at $0.37 for a
  period of two years from their date of issue. Miranda will pay annual advance
  royalty payments totaling US $600,000 through years one through ten.

The Red Canyon property is subject to a net smelter return
  royalty (“NSR”) of 3% if the gold price is below $300 per ounce;
  4% if the price of gold is between $300 - $400 per ounce; and 5% if
  the price of gold is over $400 per ounce. Miranda has the option to buy
  2 percentage points of the NSR for $1 million per percentage point.

The Red Canyon Property is comprised of 237 unpatented lode
  mining claims covering approximately 19.5 square kilometers. The property lies
  in the prolific Cortez or Battle Mountain – Eureka gold belt, approximately
  20 miles south of Placer Dome’s newly announced Cortez Hills discovery.
  The property is situated directly on trend between Tonkin Springs and the Gold
  Bar deposits.

Several companies have explored the Red Canyon Property including
  Meridian Minerals Company, Tenneco Minerals, Great Basin Mining and Exploration,
  Hemlo Gold Mines (U.S.) and Kennecott Exploration Company. Past sampling and
  drilling has identified three areas of gold mineralization. The strongest mineralization
  is in the Ice Zone. One of the best drill intercepts in this zone is 29 meters
  of 4.0 g gold/t (95 feet of 0.12 oz Au/t) from 6 to 35 meters (20-115 feet).
  The highest-grade drill sample over a 5-foot interval is 10.8 g gold/t (0.32
  oz Au/t).

Mineralization is controlled by northwest and northeast trending
  high-angle faults. Alteration is extensive and widespread at Red Canyon. It
  consists of silicification, brecciation, decalcification and argillization.
  Lower plate carbonate rocks are exposed in the center and east flank of the
  property. Elsewhere on the property, Ordovician upper plate siliciclastic rocks,
  Tertiary volcanic rocks and Quaternary gravel overlie the carbonates. Oxidation
  was observed at the bottom of a 2500-foot Kennecott hole, confirming the strength
  of the hydrothermal system that effected this area. Anomalous mercury, antimony,
  arsenic and barium occur in altered rocks.

The Red Canyon Property represents an outstanding exploration
  play for a carbonate and/or structurally-hosted gold deposit in the Cortez Trend.
  The recent Cortez Hills discovery demonstrates that major gold deposits remain
  to be found in this belt. At Red Canyon, the majority of holes drilled in the
  past were less than 160 meters deep. Numerous lower plate carbonate host formations
  occur at depth and have not been tested by drilling. In addition, most holes
  were drilled vertically and did not adequately test the numerous structures
  present on the property.

Through reconnaissance mapping the Company has recognized
  significant exposures of upper Devonian chert-carbonate units on the eastern
  quarter of the project area previously mis-mapped as upper plate facies due
  to the degree of hydrothermal alteration. Equivalent units provide the preferred
  host at Cortez Hills. The Company is advancing new drill targets in this area.

The Company signed an agreement to joint Venture its Red Canyon
  project with Newmont USA Limited in October 2004. Newmont paid to Miranda US
  $30,000 on signing and will assume payments on the underlying lease. Newmont
  can earn a 60% interest in Red Canyon by spending US $2.5 million in exploration
  expenditures prior to December 31, 2009 of which US $300,000 would be expended
  by December 31, 2005 and may earn an additional

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10% interest in the Red Canyon project (for a total 70% interest)
  by completing a bankable feasibility study, with a minimum annual expenditure
  of US $250,000 until completion of the feasibility study.

It is anticipated that Newmont will initiate a first pass
  drill program by mid 2005.

Bald Peak Project

The Company signed an option to acquire a 100% interest in
  a gold exploration project located in Mineral County, Nevada. The total acquisition
  price for the project is payable over five years after the issuance of a drilling
  permit and comprises 225,000 warrants and US $177,500. A total of US 7,500
  has been paid with no further payments due to the vendors until the earlier
  of drill permits being issued or two years, whichever occurs first. The warrants
  allow the property vendors the right to purchase common shares of Miranda Gold
  Corp. at prices ranging from Cdn. $0.25 to $0.50 and are exercisable
  for a period of two years from their date of issue.

The project is subject to a 3% net smelter return royalty
  (“NSR”), however the Company can buy 2/3 of the NSR royalty (i.e.
  Miranda can buy 2% NSR, leaving a 1% NSR on the property) for US $1,000,000
  for each 1% of the NSR purchased.

Bald Peak is approximately 9 kilometres north of the past
  producing high-grade Bodie gold-silver mine and 8 kilometres west of Metallic
  Ventures' (TSX: MVG) Esmeralda project. The mineralized veins at Bald Peak and
  Bodie trend NNE, suggesting that both vein systems occur within the same structural
  zone. The Bald Peak veins/stockworks occur along an intermittently exposed 2
  kilometer long structure, up to 200 meters wide, located along the base of a
  rhyolite dome. Sixteen of eighteen rock chip samples taken by previous operators
  from the vein/stockworks were anomalous in gold, the highest value being 5.4
  g/t gold. Quartz-after-calcite alteration textures are exposed in some of these
  veins, implying the existence of the uppermost portion of a boiling, hydrothermal
  system.

Fjordland Exploration controls ground immediately adjacent
  to the Company’s Bald Peak Project. Fjordland is in the process of permitting
  and has announced plans to drill approximately 2,000 feet once permits are issued.

Reconnaissance prospecting and mapping by the Company confirms
  that the NNE vein-structure, to be drilled by Fjordland, continues to the NE
  and SW onto Miranda’s Bald Peak Project.

Fuse and JDW Properties

The Company staked two claim blocks called the “Fuse”
  property and the “JDW” property in Pine Valley, Eureka County, Nevada.

The Fuse property is comprised of 148 unpatented lode mining
  claims covering approximately 4.6 square miles. These claims lie adjacent to
  the Powder Keg claims that were staked by Idaho Resources and the BOC claims
  that are undergoing exploration by the Cortez Joint Venture. The JDW property
  consists of 62 claims and lies both north and east of Placer Dome’s Red
  Hill Project area. Both properties lie in the prolific Cortez or Battle Mountain
  –Eureka gold belt, approximately 10 miles east of the Cortez Joint Venture’s
  ET Blue Project.

Both the Fuse and JDW claims were staked in alluvial cover
  over gravity highs. Interpretation of the gravity data suggests that bedrock
  at both sites is relatively shallow. Several prominent structural features are
  also expressed in the gravity data. The JDW claims are adjacent to the JD window
  that exposes lower plate carbonate rocks that are favorable hosts for Carlin-type
  deposits.

During the past 18 months, the Horse Canyon Valley-Pine Valley
  area has been the site of a staking rush. Placer Dome, the Cortez Joint Venture,
  Idaho Resources, and Nevada North Resources have staked in excess of 2,200 lode

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mining claims. All of the Idaho Resource claims have been
  leased to either Placer Dome or the Cortez Joint Venture. The Nevada North properties
  are under lease to the Company. Almost all of the Horse Canyon Valley-Pine Valley
  has been claimed. The Fuse and JDW claims represent some of the last remaining
  shallow targets where underlying bedrock is likely lower-plate carbonates.

The Fuse and JDW properties represent outstanding exploration
  plays with the potential of discovering a Carlin-type deposit under the pediment
  in Pine Valley. The Horse Canyon Valley-Pine Valley area represents a geologic
  setting similar to Crescent Valley which hosts the Pipeline and Cortez mine
  complexes. The recent discovery of the +7.5 million ounce deposit at Cortez
  Hills demonstrates that major gold deposits remain to be found in the southern
  extension of the Crescent Valley mineralized belt.

Placer Dome has recently disclosed the mercury soil gas anomalies
  coinciding with a NNW-WNW fault fabric indicated by gravity surveys are the
  best predictors of covered gold systems in the Cortez Trend.

During July, the Company initiated real-time mercury soil
  gas sampling and detailed gravity interpretation on the FUSE project in order
  to resolve drill targets. Approximately 200 stations of a 500 station program
  have been completed. Preliminary results suggest low level mercury anomalies
  are indicated. These surveys will progress onto the JDW project also.

ETTU Property

In May 2004, the Company staked 28 claims in Kobeh Valley,
  on the south end of the Eureka - Battle Mountain (Cortez) Gold Trend. The claims
  lie approximately nine miles southeast of the Gold Bar mine and four miles south
  of the Afgan deposit.

Miranda targeted the ETTU area based on structural interpretations
  of gravity data. The ETTU property covers a portion of the Kobeh Valley pediment
  on the projected intersection of two mineral trends. Data suggests that a prominent
  northwest structure extends south from the Afghan resource to intersect the
  east-southeast projection of the Gold Bar structure beneath shallow gravel on
  the ETTU property. Upper Devonian carbonates to the north are expected to occur
  under pediment gravel on ETTU.

Newmont Mining Corporation, subsequent to Miranda staking
  the ETTU claims, also initiated aggressive land acquisitions in the Kobeh Valley
  area, staking a very large claim block estimated to be in excess of 15 square
  miles, that completely surrounds the ETTU claims.

The Company has conducted no exploration on the ETTU claims.
  Airborne Resistivity and magnetic surveys were acquired for the property and
  are being evaluated to advance drill targets.

BPV, CONO, Coal Canyon and Red Hills

In May the Company signed a lease agreement with Nevada North
  Resources (U.S.A.), Inc. a privately held exploration company for four additional
  properties along the south extension of the Cortez Trend. The properties include
  79 claims at Red Hill, 64 claims in Coal Canyon, 43 claims in the Cortez Mountains
  (BPV property) and 73 claims in the Horse Creek Valley area (CONO property).
  The lease agreement was later separated into four separate property leases.
  The terms on the Coal Canyon, BPV and CONO leases each require advance annual
  royalty payments starting at $6,250 (US) in year one and climbing to $50,000
  (US) by year ten and each year thereafter. The Red Hill lease requires advance
  annual royalty payments starting at $6,250 (US) in year one and climbing
  to $60,000 (US) by year ten and each year thereafter for the life of the
  lease. The owner also retains a 2.5% to 5.0% sliding scale royalty that is subject
  to buy down provisions to 2%.

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Both the Red Hill and Coal Canyon properties in the northern
  Simpson Park Range cover geologic "windows" that expose lower plate carbonate
  rocks favorable for hosting disseminated gold mineralization such as the nearby
  Cortez Hills (7.5 million ounces) and Pipeline deposits (12 million ounces).
  Both the CONO and BPV properties lie approximately 3 miles south of the ET Blue
  Project where the Cortez Joint Venture conducted a major drill program in 2002-2003.

The Coal Canyon property is adjacent to the window-bounding
  Grouse Creek fault where previous exploration programs have identified significantly
  anomalous drill-indicated mineralization. Favorable host rocks at Coal Canyon
  include both the Roberts Mountain and Hanson Creek Formations.

The Red Hill property shows intensive alteration in limestone
  associated with both east-northeast and north-northwest faults. Antimony prospects
  on the project are probably indicative of the associated gold system. Newcrest
  Resource Inc., the most recent operator on the property, has drilled weakly
  anomalous gold associated with dikes.

Drilling on the CONO claims has indicated lower plate carbonates
  in the basement below pediment gravels. The BPV property, one mile west of CONO
  is underlain by upper plate siliclastics and chert but lower plate carbonates
  may occur at permissible depths.

Both Placer Dome and the Cortez Joint Venture (Placer Dome
  60% and Kennecott Minerals 40%) have been extremely active in this area and
  all four of the new properties are surrounded by or adjoin claims held by these
  companies.

Miranda has acquired these properties based on a generative
  model that infers a structural trend between the Cortez Joint Venture's Cortez
  Hills deposits and the ET Blue project and a continuation of that trend into
  Horse Creek Valley-Pine Valley and into the Simpson Park Range. Miranda believes
  that the Horse Creek Valley - Pine Valley area represents a geologic setting
  similar to Crescent Valley that hosts the Pipeline-Cortez mine complex.

The Company has not completed any exploration work on these
  properties.

The Company signed an agreement to joint venture the Red Hill
  project with Placer Dome US Inc (PDUS) in October 2004. PDUS will pay US $49,875
  to Miranda upon signing of the Letter Agreement. In addition, PDUS may pay a
  total of US$500,000 to Miranda over the four-year earn-in period. PDUS can
  earn a 60% interest in the property by spending US $2.0 million in exploration
  expenditures over four years, of which US $100,000 is committed to be expended
  during the first year. After completing the 60% earn-in phase, PDUS can elect
  to earn an additional 10% interest in the Red Hill project (for a total 70%
  interest) by completing a bankable feasibility study within five years, with
  a minimum annual expenditure of US $250,000 during the period in which PDUS
  completes the feasibility study. After completion of the feasibility study,
  Miranda can request that PDUS arrange Miranda’s share of project financing,
  in which case PDUS will earn an additional 5% interest (for a total 75% interest)
  in the project, and will recover Miranda’s share of this financing from
  60% of Miranda’s share of net cash flow from operations on the property.

It is anticipated that PDUS will initiate a first pass exploration
  program on Red Hill by mid 2005.

Horse Mountain

The Company has signed a 20-year lease on the Horse Mountain
  property in the Shoshone Range in Lander County, Nevada. The Horse Mountain
  propertycomprises 139 claims coveringapproximately 4.5 square
  miles. The Company has paid a US $30,000 signing bonus, and will issue 25,000
  warrants to the underlying claim owner. Advance Royalty payments due on the
  first and second anniversaries are US $30,000 each. The Horse Mountain property
  is subject to a net smelter royalty (“NSR”) of 3.5% .

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The property is located approximately 11 miles west- northwest
  of the Cortez Joint Venture’s Pipeline Mine and is surrounded by lands
  being explored by the Cortez Joint Venture. Placer Dome, operator of the Cortez
  Joint Venture, has publicly identified and promoted the general area around
  the Horse Mountain property as a strategic area of exploration focus subsequent
  to their Cortez Hills discovery of greater than 7 million ounces of gold.

Drilling on the Horse Mountain project in the late 1990s by
  Pathfinder Exploration and High Desert Minerals intersected lower-plate carbonates
  rocks inferred as altered Silurian Robert's Mountain Formation and Ordovician
  Hanson Creek Formation below the Roberts Mountain Thrust. These are prolific
  host rocks elsewhere on the Cortez Trend. One of these holes (MC9608) intersected
  9.1 meters (30 feet) of 0.85 g Au/t (0.025 oz Au/t) including one 3-meter sample
  interval of 1.50 g Au/t (0.044 oz Au/t)) near the bottom of the hole. The Roberts
  Thrust (RMT), which separates upper- plate stratigraphy from lower-plate carbonate
  rocks, was intersected at 257m (840 feet.) and shows strong alteration and oxidization
  through the entire lower-plate drill interval. Elevated trace elements and the
  style of alteration, including moderate to intense silicification, clay alteration,
  decalcification and hematite suggest the presence of a robust Carlin-type system.
  Four other holes in the area have reached the lower-plate on the property. Moderate
  to intense alteration in the lower-plate is notable over significant thicknesses
  in all the holes reaching the RMT and anomalous gold is noted in two other holes.
  Oxidation is strongly developed locally to depths of at least 1,700 ft below
  surface.

The Company is in the process of compiling historic exploration
  data to advance drill targets. Otherwise no physical exploration work has been
  conducted on the property except for nominal reconnaissance mapping and prospecting.

ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating Results

Management’s discussion and analysis is presented in
  relation to the financial statements of the Company, which statements are prepared
  in accordance with Canadian GAAP.

The Company does not have a producing mineral property and
  has no sources of revenue other than interest income. The activities of the
  Company can be seen as steadily increasing during the past two years as the
  resource sector has experienced tremendous growth. With gold prices increasing
  the Company has acquired several gold projects during this past year and has
  been able to close several financings for exploration activity.

For the year ended August 31, 2004 the Company incurred a
  loss of $2,048,055 compared to a loss of $512,726 for the year ending
  August 31, 2003.

As at August 31, 2004, the Company had working capital of
  $1,610,194 compared to working capital of $299,904 as of August 31,
  2003. The Company incurred exploration costs of $248,980 for the period
  ending August 31, 2004 compared to $196,716 in Fiscal 2003. The Company
  acquired several additional mineral properties during this past Fiscal year.

Total expenses including amortization, corporate financial
  services, investor relations, management fees, stock-based compensation, transfer
  agent fees, office rent, telephone, and supplies for the year ended August 31,
  2004 was $1,628,819 compared to $479,953 for the year ended August 31,
  2003. A total of $801,439 is related to the fair value of stock options
  granted during the quarter. Investor relations and travel and business promotion
  categories were up significantly since last year as a result of attending and
  participating in several international gold shows. Activities within the Company
  has been steadily increasing as it continues to acquire several additional mineral
  properties.

Office rent, telephone, and supplies was $55,836 for the
  three month period ending August 31, 2004 compared to $34,453 for the three
  month period ending May 31, 2004.

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Since incorporation, the Company has been engaged in the acquisition,
  exploration and development of mineral properties. The Company’s various
  properties are currently at the exploration stage. As a result, the Company
  has no source of operating cash flow and is reliant upon capital markets to
  obtain the funds required by it for its operations. The successful development
  of a mine by the Company would require additional equity or debt financing.
  The Company has limited financial resources and there is no assurance that additional
  funding will be available for this purpose in the future. Failure to obtain
  additional financing could result in the delay or indefinite postponement of
  further exploration and any subsequent development of the Company’s properties
  or the possible partial or total loss of the Company’s interest in such
  properties.

B. Liquidity and Capital Resources

The Company’s primary source of funds since incorporation
  has been through the issue of its common stock and the exercise of common stock
  options and common stock share purchase warrants. The Company has no revenue
  from mining to date and does not anticipate mining revenues in the foreseeable
  future. The operations of the Company consists of the exploration and evaluation
  of mining properties and as such the Company’s financial success will
  be dependent on the extent to which it can discover new mineral deposits.

During the year ended August 31, 2004, the Company completed
  a private placement of 3,000,000 units at $0.15 for gross proceeds of $450,000.
  Each unit consists of one common share and one share purchase warrant entitling
  the holder to purchase an additional common share @ $0.20 to November 6,
  2005.

During the year ended August 31, 2004, the Company completed
  a private placement of 400,000 at a price of $0.30 for gross proceeds of
  $120,000. Each unit consists of one common share and one share purchase
  warrant entitling the holder to purchase an additional common share @ $0.40
  to December 11, 2005.

In respect of the Company’s property acquisition agreement
  to acquire a 100% interest in two gold projects known as the Hercules and the
  Imperial Mine, the Company paid $16,000 US as per the mineral property option
  agreement and extended the deadline to March 18, 2004 for the incurrence of
  exploration expenditures of $75,000 US.

During the year there were 6,683,625 warrants exercised for
  total proceeds of $1,469,610.

Since its inception, the Company has been dependent on investment
  capital as its primary source of funding. The Company anticipates seeking additional
  equity investment from time to time to fund its activities that cannot be funded
  through other means. The Company will need to raise additional capital in order
  to continue with the exploration and development of its mineral properties and
  administrative expenditures. The Company could also consider joint venturing
  or selling some portion of its properties to cover its obligations.

The Company’s cash position at August 31, 2004 was $1,611,118
  compared to $289,750 at August 31, 2003.

The Company recorded a net loss for the year ended August
  31, 2004 of $2,048,055 compared to $512,726 for the year ended August
  31, 2003.

Subsequent to the year end the Company has negotiated a private
  placement of 2,900,000 units at a price of $0.70 per unit with a two year
  warrant exercisable at $0.90.

The Company intends to raise any required additional funds
  by selling equity or debt securities and/or by selling or joint venturing its
  properties until the Company develops a cash flow from operations.

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C.  Research and Development, Patents and Licenses

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

D. Trend Information

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

ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table lists as of December 31, 2004, the names
  of the directors and senior management of the company. Each of the directors
  has served in his or her respective capacity since his or her election and/or
  appointment and will serve until the next annual general meeting of shareholders.

|Name                      | Title                          | Date First         
|------------------------- | ------------------------------ | -------------------
|                          |                                | Elected/Appointed  
|Dennis L. Higgs 1         | Director, Chairman             | May 4, 1993        
|Kenneth Cunningham        | Director, President and CEO    | November 7, 2003   
|                          | Miranda Gold Corp. and Miranda |                    
|                          | U.S.A., Inc.,                  |                    
|Steve Ristorcelli
      1 | Director                       | (Director) February
|                          |                                | 20, 1995 (Corp.    
|                          |                                | Secretary) July 29,
|                          |                                | 2003               
|Aileen Lloyd              | Director, Corporate Secretary  | May 4, 1993        
|James Cragg 1             | Director                       | December 13, 2004  
|Joe Hebert                | Vice  President  Exploration,  | December 8, 2003   
|                          | Miranda U.S.A., Inc.           |                    

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

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

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Dennis L. Higgs

Mr. Higgs, B. Com is the Chairman and Chief Financial Officer
  of the Company. Mr. Higgs has been employed by the Company since 1993. Mr. Higgs
  is responsible for the Company’s day to day operations as well as the
  raising of capital to fund the operations of the Company. He is also President
  of Senate Capital Group Inc., a private venture capital and resource management
  company.

Kenneth Cunningham

Mr. Kenneth Cunningham, M.S.Geo, B.S.Geo, is President of
  the Company and Miranda U.S.A., Inc. Mr. Cunningham has twenty-eight years experience
  from diversified mineral exploration and mining geology through to executive
  management; fifteen of those years have been focused in Nevada. Mr. Cunningham
  was previously Vice President of Nevada North Resources (U.S.A.) Inc. where
  he acquired eight new properties and successfully negotiated leases with major
  mining companies including Newmont, Placer Dome, Newcrest and Barrick. Prior
  to his involvement with Nevada North, he was Exploration Manager with Uranerz
  U.S.A. Inc. During his tenure with Uranerz Mr. Cunningham led the exploration
  and acquisition effort that resulted in two Nevada discoveries; a three-million
  ounce discovery in the Battle Mountain trend and a one-plus-million ounce discovery
  in the northern Carlin trend. He was also instrumental in establishing, and
  subsequently managing, Uranerz’ Mongolian gold exploration program. Mr.
  Cunningham has also been Vice President of Tenneco Minerals Company and a Resident
  Manager with Echo Bay Mining Company.

Steve Ristorcelli

Mr. Ristorcelli is one of the directors of the Company and
  has served in this capacity since 1995. Mr. Ristorcelli brings 25 years of geological,
  advanced stage/development and mining experience to the Board. He has been Principal
  Geologist with Mine Development Associates of Reno, Nevada for 10 years where
  he specializes in resource modeling. His work as a consultant takes him throughout
  North America, South America, Europe and Africa.

Aileen M. Lloyd

Ms. Lloyd is one of the directors of the Company and has served
  in this capacity since 1993. Ms. Lloyd is involved in the day to day operations
  of the Company. Ms. Lloyd is an executive assistant at Senate Capital Group
  Inc., a private venture capital and resource management company involved in
  the administration of publicly traded companies.

James Cragg

Mr. James F. Cragg is one of the directors of the Company
  and has served in this capacity since December, 2004.Mr. Cragg is a business
  and marketing consultant proficient in financial analysis, negotiations, forecasting,
  deal making and investment banking. He was previously President and CEO of Linmor
  Inc., President and COO of PSINet, and President and COO of Advanced Communications
  Group, Inc. Mr. Cragg joins Miranda as an independent director.

Joe Hebert

Joe Hebert, B.S. Geo., is Vice President Exploration of Miranda
  U.S.A., Inc., the Company’s wholly-owned U.S. subsidiary. Mr. Hebert brings
  twenty-two years of experience from diversified mineral exploration and mining
  geology through to senior geologist and exploration management. Fifteen of these
  years have been focused in Nevada. Most recently, Mr. Hebert has been senior
  exploration geologist for the Cortez Joint Venture (Placer Dome and Kennecott
  Minerals) located on the Battle Mountain Trend in North Central Nevada. He was
  a member of the

16

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exploration team who discovered the 7.5 million ounce Cortez Hills deposit and he directed all generative and acquisition efforts within the Cortez joint venture area of interest. Mr. Hebert is credited with team participation in multiple gold
discoveries in Nevada and Utah over the course of his career.

B. Compensation

The Company has no formal plan for compensating its directors
  for their services in their capacity as directors. The board of directors may
  award special remuneration to any director undertaking any special services
  on behalf of the Company other than services ordinarily required of a director.
  As well, directors are entitled to reimbursement for reasonable travel and other
  out-of-pocket expenses incurred on behalf of the Company.

The Company retains Ubex Capital Inc. (“Ubex”)
  to provide management services under a Management Services Agreement dated May
  4, 1993. Under the agreement, Ubex receives the sum of $5,000 per month.
  The term of the agreement is month-to-month and may be terminated by either
  party on 30 days written notice. Ubex is wholly owned by Dennis L. Higgs, the
  Chairman and CFO and a director of the Company.

Senate Capital Group Inc., is 100% owned by Dennis L. Higgs,
  the Chairman and CFO, and Director of the Company, and receives a monthly fee
  to recover its costs of providing office space, telephones and related expenses
  to the Company.

During the year, the Company paid Senate Capital Group Inc.,
  a company wholly owned by Dennis Higgs, the president of the Company, $128,321
  (2004) compared to $106,283 (2003) for reimbursement of rent, secretarial
  and office services.

Board Practices

The directors of the Company are elected annually and hold
  office until the next annual general meeting of the members of the Company or
  until their successors in office are duly elected or appointed. All directors
  are elected for a one-year term.

The Company’s Board of Directors has one committee,
  the Audit Committee. The members of the Audit Committee do not have any fixed
  terms for holding their positions, are appointed and replaced from time to time
  by resolution of the Board of Directors and do not receive any separate remuneration
  for acting as members of the committee. The Audit Committee is comprised of
  Dennis Higgs, Steve Ristorcelli and James Cragg.

Currently, there are no directors’ service contracts
  with the Company or any of its subsidiaries providing for benefits upon termination
  of employment.

D. Employees

As of December 13, 2004, there are five directors of the Company
  and one senior officer. Three directors are also senior officers. One of the
  directors, Kenneth Cunningham is a geologist and is President and CEO of the
  Company as well as Miranda U.S.A., Inc., (the Company’s wholly-owned subsidiary)
  and works on a full time basis. One director, Dennis Higgs is Chairman, and
  has a management contract with the Company through his wholly owned private
  company, Ubex Capital Inc. One director, Aileen Lloyd is Corporate Secretary
  of the Company and performs administrative services for the Company. The Company
  appointed Joe Hebert, Vice President Exploration. Mr. Hebert brings 22 years
  of experience in mineral exploration and exploration management.

17

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E. Share Ownership

The following table sets forth, as of December 1, 2004, the
  number of the Company’s common shares beneficially owned by the directors
  and members of senior management of the Company, individually, and as a group,
  and the percentage of ownership of the outstanding common shares represented
  by such shares.

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

|Name of Beneficial | Title  of | Number of Securities of Class | Percent of Class *
|------------------ | --------- | ----------------------------- | ------------------
|Owner              | Class     |                               |                   
|Dennis L. Higgs    | Common    | 1,137,020(1)                  | 4.88%             
|                   |           |                               |                   
|Kenneth Cunningham | Common    | 200,000(2)                    | .86%              
|Aileen Lloyd       | Common    | 300,500(3)                    | 1.29%             
|                   |           |                               |                   
|Steve Ristorcelli  | Common    | 168,700(2)                    | .72%              

| | *Based on 23,309,760 common shares outstanding
      1570,220 common shares are held indirectly through
        private companies 100% owned by Dennis Higgs;
      2200,000 common shares are held directly;
      3600 common shares are held through Chesa Management
        Co. Ltd., a private company 100% owned by Aileen Lloyd;
      4168,700 common shares are held directly;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Directors and senior management also control:

20,000 outstanding share purchase warrants exercisable at
  $0.24 to November 8, 2004;

240,000 outstanding share purchase warrants exercisable at
  $0.28 to February 18, 2005;

125,000 outstanding share purchase warrants exercisable at
  $0.30 to April 8, 2005;

235,000 outstanding share purchase warrants exercisable at
  $0.20 to November 6, 2005;

350,000 outstanding share purchase warrants exercisable at
  $0.23 to April 8, 2004.

As of December 8, 2004, the directors and officers held as
  a group, directly or indirectly, an aggregate of 1,806,220 common shares and
  970,000 share purchase warrants.

Options to Purchase Securities

Stock Options to purchase our securities are granted to our
  directors and employees on terms and conditions acceptable to the regulatory
  authorities in Canada, notably the TSX Venture Exchange (the "Exchange"). At
  our

18

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annual general meeting held on February 6, 2004, our shareholders
  approved the adoption of a stock option plan that reserved for issuance up to
  a maximum of 3,411,327 shares, representing 20% of the issued and outstanding
  shares of the Company at that time and together with 300,000 shares representing
  20% of 1,500,000 share purchase warrants which were exercised prior to the Annual
  General Meeting.

Under our stock option plan, (a) stock options in favor of
  any one individual may not exceed 5% of the issued and outstanding shares of
  common stock, (b) no stock option is transferable by the optionee other than
  by will or the laws of descent and distribution, (c) a stock option is exercisable
  during the lifetime of the optionee only by such optionee, (d) the maximum term
  of each stock option is five years, with the vesting period determined at the
  discretion of the Board of Directors and (e) the minimum exercise price for
  a stock option is the last closing price of our common shares on the TSX Venture
  Exchange immediately preceding the granting of the option.

The names and titles of the Directors and Executive Officers
  of the Company to whom outstanding stock options have been granted and the number
  of common shares subject to such options are set forth in the following table
  as of December 31, 2004, as well as the number of options granted to Directors
  and all employees as a group. The exercise price of the options is stated in
  Canadian Dollars.

Stock Options Outstanding

|Name              | Title                | Number of Shares | Exercise Price | Expiration Date   
|----------------- | -------------------- | ---------------- | -------------- | ------------------
|                  |                      | of Common        |                |                   
|                  |                      | Stock            |                |                   
|Dennis Higgs      | Chairman             | 340,000          | $ 0.27         | June 18, 2008     
|                  |                      | 525,000          | $ 0.53         | February  9, 2009 
|Kenneth           | Sr. Officer/Director | 250,000          | $ 0.23         | November 7, 2008  
|Cunningham        |                      | 250,000          | $ 0.53         | February  9, 2009 
|Aileen Lloyd      | Director, Corporate  | 40,000           | $ 0.20         | September 16, 2007
|                  | Secretary            | 41,000           | $ 0.27         | June 18, 2008     
|                  |                      | 300,000          | $ 0.53         | February  9, 2009 
|Steve Ristorcelli | Director             | 80,000           | $ 0.20         | September 16, 2007
|                  |                      | 55,000           | $ 0.27         | June 18, 2008     
|                  |                      | 140,000          | $ 0.53         | February  9, 2009 
|Joe Hebert        | Sr. Officer          | 150,000          | $ 0.35         | December 8, 2008  
|                  |                      | 175,000          | $ 0.53         | February  9, 2009 

Total Officers/Directors/Employees 2,726,000

ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.Major Shareholders

To the knowledge of the directors and senior officers of the
  Company only the following own, directly or indirectly, or exercise control
  or direction over, shares carrying more than 5% of the voting rights attached
  to all outstanding shares of the Company.

|Name of Member | Number of  Common Shares | Percentage of Issued and Outstanding
|-------------- | ------------------------ | ------------------------------------
|Nil            | Nil                      | Nil                                 

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The Company’s major shareholders do not have different
  voting rights.

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

The Company’s common stock is issued in registered form
  and the following information is taken from the records of Pacific Corporate
  Trust located in Vancouver, British Columbia, Canada, the registrar and transfer
  agent for the common stock.

The Company’s registered shareholder list for the Company’s
  common stock, dated December 3, 2004, showed 54 registered shareholders and
  23,132,260 shares outstanding. Thirty of these registered shareholders were
  US residents, and one was a depository for shares of US residents, which combined
  own 3,301,233 shares representing 14.27% of the issued and outstanding shares
  of the Company.

B. Related Party Transactions

The Company was involved in the following related party transactions
  during the 2004 fiscal year:

During the year, the Company paid $128,321 (2003 - $106,283)
  to Senate Capital Group Inc. for rent, telephone, secretarial and office services.
  Senate Capital is wholly owned by Dennis Higgs, Chairman and CFO and a director
  of the Company.

The Company retains Ubex Capital Inc. ("Ubex") to provide
  management services under a Management Services Agreement dated May 4, 1993.
  Under the agreement, Ubex has received the sum of $2,500 per month from
  May 1993 to July, 2001, the sum of $3,000 per month from July 2001 To August,
  2002, and the sum of $5,000 per month since August, 2002. This amount may
  be increased by agreement between the parties, subject to the approval of the
  TSX Venture Exchange. The term of the agreement is month-to-month and may be
  terminated by either party on 30 days' written notice. Ubex is wholly owned
  by Dennis L. Higgs, the Chairman and CFO and a director of the Company.

Mr. Ken Cunningham, a director, President and CEO of Miranda
  Gold Corp., has a 10% equity interest in four properties located in the Cortez
  Trend and leased from Nevada North through his relationship as past vice-president
  of Nevada North.

Other than as disclosed above, there have been no transactions
  during the 2004 fiscal year which have materially affected or will materially
  affect the Company in which any director, executive officer, or beneficial holder
  of more than 5% of the outstanding common stock, or any of their respective
  relatives, spouses, associates or affiliates has had or will have any direct
  or material indirect interest. Management believes the transactions referenced
  above were on terms at least as favorable to the Company as the Company could
  have obtained from unaffiliated parties.

C. Interests of Experts and Counsel

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

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ITEM 8 FINANCIAL INFORMATION

A.  Consolidated Statements and Other Financial Information

The Company’s financial statements are stated in Canadian
  dollars (Cdn. $) and are prepared in accordance with accounting principles
  generally accepted in Canada (“Canadian GAAP”), which differ in
  certain respects 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 (“U.S. GAAP”).

Exhibited hereto are audited consolidated financial statements
  prepared by an independent auditor and accompanied by an audit report:

| | (a) Auditor’s Report, dated December 1, 2004;                                                                         
| | ----------------------------------------------------------------------------------------------------------------------
| |                                                                                                                       
| | (b) Consolidated Balance Sheets as of August 31,
        2003 and August 31, 2004;                                    
| |                                                                                                                       
| | (c) Consolidated Statements of Operations and Deficit
        for the years ended August 31, 2003 and August 31, 2004;
| |                                                                                                                       
| | (d) Consolidated Statements of Cash Flows for the
        years ended August 31, 2003 and August 31, 2004;            
| |                                                                                                                       
| | (e) Notes to Consolidated Financial Statements for
        the years ended August 31, 2003 and August 31, 2004.       

The Company has not declared any dividends for the last five years and does
  not anticipate that it will do so in the foreseeable future.

A. Significant Changes

No significant changes have occurred since the date of the Company’s
  most recent audited financial statements, August 31, 2004 other than the following:

|(a) | The Company has signed an agreement to joint venture
        its Red Canyon project, Eureka County, Nevada, with Newmont USA Limited,
        d/b/a Newmont Mining Corporation. Newmont has paid US $30,000 to Miranda
        upon signing of the Venture Agreement and will assume the payments on
        the underlying lease. Newmont can earn a 60% interest in the Red Canyon
        property by spending $2.5 million in exploration expenditures prior
        to December 31, 2009, of which US $300,000 would be expended by December
        31, 2005, and may earn an additional 10% interest in the Red Canyon project
        (for a total 70% interest) by completing a bankable feasibility study,
        with a minimum annual expenditure of US $250,000 until completion
        of the feasibility study.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(b) | The Company has signed an agreement to joint venture
        its Red Hill project, Eureka County, Nevada, with Placer Dome U.S. Inc.
        (“PDUS”). PDUS has paid US $49,875 to Miranda upon signing
        of the Letter Agreement. In addition, PDUS may pay a total of $500,000
        to Miranda over the four-year earn-in period. PDUS can earn a 60% interest
        in the property by spending $2.0 million in exploration expenditures
        over four years, of which $100,000 is committed to be expended during
        the first year. After completing the 60% earn-in phase, PDUS can elect
        to earn an additional 10% interest in the Red Hill project (for a total
        70% interest) by completing a bankable feasibility study within five years,
        with a minimum annual expenditure of $250,000 during the period in
        which PDUS completes the feasibility study. After completion of the feasibility
        study, Miranda can request that PDUS arrange Miranda’s share of
        project financing, in which case PDUS will earn an additional 5% interest
        (for a total 75% interest) in the project, and will recover Miranda’s
        share of this financing from 60% of Miranda’s share of net cash
        flow from operations on the property.

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|(c) | The Company has leased the Horse Mountain property
        in the Shoshone Range in Lander County, Nevada. The Horse Mountain propertycomprises 139 claims coveringapproximately 4.5 square miles.
        The property is located approximately 11 miles west-northwest of the Cortez
        Joint Venture’s Pipeline Mine and is surrounded by lands being explored
        by the Cortez Joint Venture.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                            
|(d) | The Company announced a private placement financing
        of $2,030,000 comprising 2,900,000 units at $0.70 Cdn per unit.
        Each unit will consist of one common share and one warrant. Each whole
        warrant is exercisable for a period of two years at a price of $0.90
        per share. This financing has not yet closed.                                                              

ITEM 9 THE OFFER AND LISTING

B.Offer and Listing Details

The Company’s common shares trade on the TSX Venture
  Exchange (“TSX”) in Vancouver, British Columbia, Canada, having
  the trading symbol “MAD” and CUSIP # 604673103. The shares trade
  on the OTC Bulletin Board in the United States under the symbol MRDDF.

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

TSX Venture Exchange Stock Trading Activity, Sales, Cdn.$

|For the Fiscal Year Ended | High | Low
|------------------------- | ---- | ---
|August, 2004              | .72  | .55
|August,  2003             | .42  | .19
|August, 2002              | .42  | .13
|August 2001               | .12  | .06
|August 2000               | .42  | .10

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

TSX Venture Exchange Stock Trading Activity, Sales, Cdn.$

|Period   | Volume    | High | Low | Close
|-------- | --------- | ---- | --- | -----
|Ended    |           |      |     |      
|         |           |      |     |      
|11/30/02 | 68,100    | .36  | .19 | .19  
|02/28/03 | 2,096,380 | .42  | .22 | .33  
|05/30/03 | 667,200   | .36  | .24 | .34  
|08/31/03 | 605,340   | .30  | .16 | .21  
|11/30/03 | 4,988,545 | .50  | .17 | .45  
|02/08/04 | 4,846,676 | .70  | .40 | .50  
|05/30/04 | 4,505,941 | .57  | .35 | .42  
|08/31/04 | 4,461,614 | .84  | .35 | .62  

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Price Fluctuations: Share Price Volatility

In recent years, securities markets in Canada have experienced
  a high level of price and volume volatility, and the market price of many resource
  companies, particularly those considered speculative exploration companies,
  have experienced wide fluctuations in price which have not necessarily been
  related to operating performance or underlying asset values on prospects of
  such companies. The Company’s shares fluctuated from a low of $0.16
  during Fiscal 2004 to a high of $0.84. Exploration for minerals is considered
  high risk and highly speculative and the trading market for mineral exploration
  companies is characteristically volatile, with wide fluctuation of price and
  volume only in part related to progress of exploration. There can be no assurance
  that continual fluctuations in the Company’s share price and volume will
  not occur.

B. Plan of Distribution

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

C. Markets

See first paragraph of this Item 9.

**D. Dilution**

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

E. Expenses of the Issue

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

ITEM 10 ADDITIONAL INFORMATION

A. Share Capital

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

B. Memorandum and Articles of Association

Incorporation

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

23

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Powers and Functions of the Directors

The powers and functions of the directors are set forth in
  the Articles of the Company which were adopted and filed as of the date of its
  incorporation.

| | (i)   | a director is obligated to disclose his potential
        interest in a proposal, arrangement or contract being considered by the
        Company and may not vote on any proposal, arrangement or contract proposed,
        but such director shall be counted in the quorum at the meeting of the
        directors at which the proposal, arrangement or contract is approved;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii)  | a director or his firm may act in a professional
        capacity for the company and he or his firm will be entitled to remuneration;                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                   
| | (iii) | the quorum necessary for the transaction of the business
        shall be a majority of the directors holding office at the time;                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                   
| | (iv)  | there are no provisions for the retirement or non-retirement
        of directors under an age limit; and                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                   
| | (v)   | there is no requirement for a director to hold any
        shares in the Company.                                                                                                                                                                                                                                                                                                 

Rights and Restrictions Applied to the Shares

All of the Company’s authorized and issued shares are
  of one class and there are no rights or restrictions of any nature attached
  to any of the shares.

Rights of Holders of the Stock

To alter the rights of holders of issued shares of the Company
  such alteration must be approved by the majority vote of the issued shares of
  the Company attending and voting at a meeting of the shareholders of the Company.

Annual General Meetings

Annual general meetings are called and scheduled upon decision
  by the Board of Directors. The directors may convene an extraordinary general
  meeting of the shareholders. All meetings of the shareholders may be attended
  by the registered shareholders or persons who hold powers of attorney or proxies
  given to them by the registered shareholders.

Foreign Ownership

The Company’s Memorandum and Articles do not contain
  limitations prohibiting shares being held by non-residents, foreigners or any
  other group.

Change of Control

There are no provisions in the Company’s Memorandum
  and Articles that would have an effect of delaying, deferring or preventing
  a change in control of the Company, and that would operate only with respect
  to a merger acquisition or corporate restructuring involving the Company.

Share Ownership Reporting Obligations

There are no provisions in the Company’s Memorandum
  and Articles requiring share ownership to be disclosed. The securities laws
  of the Province of British Columbia require disclosure of shareholdings by:

24

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| | (a) | persons who are directors or senior officers of the Company; and                                                                                                                                                                                                                                                                                       
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                        
| | (b) | a person who has direct or indirect beneficial ownership
        of, control or direction over, or a combination of direct or indirect
        beneficial ownership of and control or direction over securities of the
        Company carrying more than 10% of the voting rights attached to all the
        Company’s outstanding voting securities.

Differences from U.S. Law

The threshold of share ownership percentage requiring disclosure of ownership is higher in the home jurisdiction of British Columbia than the US where US securities law prescribes a 5% threshold for ownership disclosure.

C. Material Contracts

The following is a summary of each material contract entered
  into in the ordinary course of business to which the Company is a party, for
  the two years immediately preceding publication of the document, including dates,
  parties, general nature of the contracts, terms and conditions, and amount of
  consideration passing to or from the company or any other member of the group.

| | (i)   | Mineral Property Option Agreement dated
        January 23, 2003, between Gerald Baughman and Miranda Diamond Corp. in
        respect of an option to acquire a 100% interest, subject to a 3% NSR royalty
        in the Blackrock project; the Coldsprings project; the Troy property,
        and the Redlich property. (See item 4.D under the heading “Nevada”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii)  | A letter of intent dated November 18, 2003, for a
        twenty year lease on the Red Canyon project, between Red Canyon Corporation
        and Miranda Gold Corp., subject to a sliding net smelter royalty based
        on the price of gold. (See item 4.D under the heading “Nevada”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iii) | Mineral Property Option Agreement dated November
        19, 2003, between Anthony Eng and Miranda Gold Corp. in respect of an
        option to acquire a 100% interest in the Bald Peak project , Mineral County,
        Nevada subject to a 3% net smelter return royalty. (See item 4. D under
        the heading “Nevada”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iv)  | The Company signed an agreement to joint venture
        its Redlich project with Newcrest Resources Inc. (“Newcrest”)
        in March 2004. Miranda’s Redlich property comprises a total of 104
        claims. Newcrest paid to Miranda US $45,000, and thereafter US $30,000
        annually until March 4, 2008. Newcrest will have an annual work commitment
        commencing with US $75,000 this year, US $150,000 for each of
        the next two years, and then US $200,000 per year thereafter until
        it has earned an interest in the project. Newcrest can earn a 65% interest
        in the Redlich project by spending a minimum of $1.8 million in exploration
        expenditures by March, 2012 and presenting to Miranda a pre-feasibility
        study. Newcrest can earn an additional 10% interest in the project (for
        a total of 75% interest) by the completion of a (positive) feasibility
        study on the Redlich project, and up to an 80% interest, at Miranda’s
        election, by providing half of Miranda’s portion of the development
        costs.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (v)   | On May 27, 2004 the Company leased four properties,
        Red Hill, Coal Canyon, BPV and CONO from Nevada North Resources (U.S.A.),
        Inc. a privately held exploration company. The owner also retains a 2.5%
        to 5.0% sliding scale royalty that is subject to buy down provisions to
        2%. (See item 4. D under the heading “Nevada”). The lease
        agreement was later separated into four separate property leases. The
        terms on the Coal Canyon, BPV and CONO leases each require advance annual
        royalty payments starting at $6,250 (US) in year one and climbing
        to $50,000 (US) by year                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

25

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| |        | ten and each year thereafter. The Red Hill lease
        requires advance annual royalty payments starting at $6,250 (US) in
        year one and climbing to $60,000 (US) by year ten and each year thereafter
        for the life of the lease. The Lessor also retains a 2.5% to 5.0% sliding
        scale royalty that is subject to buy down provisions to 2%. Subsequent
        to the year end the Company joint ventured its Red Hill property with
        Placer Dome. PDUS will pay US $49,875 to Miranda upon signing of the
        Letter Agreement. In addition, PDUS may pay a total of US$500,000
        to Miranda over the four-year earn-in period. PDUS can earn a 60% interest
        in the property by spending US $2.0 million in exploration expenditures
        over four years, of which US $100,000 is committed to be expended
        during the first year. After completing the 60% earn-in phase, PDUS can
        elect to earn an additional 10% interest in the Red Hill project (for
        a total 70% interest) by completing a bankable feasibility study within
        five years, with a minimum annual expenditure of US $250,000 during
        the period in which PDUS completes the feasibility study. After completion
        of the feasibility study, Miranda can request that PDUS arrange Miranda’s
        share of project financing, in which case PDUS will earn an additional
        5% interest (for a total 75% interest) in the project, and will recover
        Miranda’s share of this financing from 60% of Miranda’s share
        of net cash flow from operations on the property.
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (vi)   | The Company signed an agreement to joint Venture
        its Red Canyon project with Newmont USA Limited in October 2004. Newmont
        paid to Miranda US $30,000 on signing and will assume payments on
        the underlying lease. Newmont can earn a 60% interest in Red Canyon by
        spending US $2.5 million in exploration expenditures prior to December
        31, 2009 of which US $300,000 would be expended by December 31, 2005
        and may earn an additional 10% interest in the Red Canyon project (for
        a total 70% interest) by completing a bankable feasibility study, with
        a minimum annual expenditure of US $250,000 until completion of the
        feasibility study.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (vii)  | The Company signed an agreement to joint venture
        the Red Hill project with Placer Dome US Inc (PDUS) in October 2004. PDUS
        will pay US $49,875 to Miranda upon signing of the Letter Agreement.
        In addition, PDUS may pay a total of US$500,000 to Miranda over the
        four-year earn-in period. PDUS can earn a 60% interest in the property
        by spending US $2.0 million in exploration expenditures over four
        years, of which US $100,000 is committed to be expended during the
        first year. After completing the 60% earn-in phase, PDUS can elect to
        earn an additional 10% interest in the Red Hill project (for a total 70%
        interest) by completing a bankable feasibility study within five years,
        with a minimum annual expenditure of US $250,000 during the period
        in which PDUS completes the feasibility study. After completion of the
        feasibility study, Miranda can request that PDUS arrange Miranda’s
        share of project financing, in which case PDUS will earn an additional
        5% interest (for a total 75% interest) in the project, and will recover
        Miranda’s share of this financing from 60% of Miranda’s share
        of net cash flow from operations on the property.                                                                                                                                                                                                                                                                                                                                              
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (viii) | On November 23, 2004, the Company leased the Horse
        Mountain property in the Shoshone Range in Lander County, Nevada. The
        Horse Mountain propertycomprises 139 claims covering approximately
        4.5 square miles. Miranda has signed a 20-year lease on the Horse Mountain
        project, has paid a US $30,000 signing bonus, and will issue 25,000
        warrants to the underlying claim owner. Advance Royalty payments due on
        the first and second anniversaries are US $30,000 each. The Horse
        Mountain property is subject to a net smelter royalty (“NSR”)
        of 3.5% .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

D. Exchange Controls

There are no governmental laws, decrees or regulations in
  Canada relating restrictions on the export or import of capital, or affecting
  the remittance of interest, dividends or other payments to non-resident holders
  of the Company’s common shares. Any remittance of dividends to United
  States residents are, however, subject to a 15% withholding

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tax (10% if the shareholder is a corporation owning at least
  10% of the common shares of the Company) pursuant to Article X of the reciprocal
  treaty between Canada and the United States.

Except as provided in the Investment Canada Act, there are
  no limitations under the laws of Canada, the Province of British Columbia or
  in the Articles of Incorporation of the Company on the right of foreigners to
  hold or vote the common shares of the Company. Management believes that in the
  case of the common stock of the Company, there are no limitations on the rights
  of non-Canadians to vote the Company’s common shares.

The Investment Canada Act (the "ICA"), which became effective
  on 6/30/85, regulates the acquisition by non-Canadians of control of a Canadian
  business enterprise. In effect, the ICA required review by Investment Canada,
  the agency which administers the ICA, and approval by the Canadian government
  in the case of an acquisition of control of a Canadian business by a non-Canadian
  where: (i) in the case of acquisition (for example, through a share purchase
  or asset purchase), the assets of the business are $5 million or more in
  value; or (ii) in the case of an indirect acquisition (for example, the acquisition
  of the foreign parent of the Canadian business) where the Canadian business
  has assets of $50 million or more in value or if the Canadian business represents
  more than 50% of the assets of the original group and the Canadian business
  has assets of $5 million or more in value. Review and approval are also
  required for the acquisition or establishment of a new business in areas concerning
  "Canada's cultural heritage or national identity" such as book publishing, film
  production and distribution, television and radio, production and distribution
  of music, and the oil and natural gas industry, regardless of the size of the
  investment.

In the context of the Company, in essence, three methods of
  acquiring control of a Canadian business are regulated by the ICA: (i) the acquisition
  of all or substantially all of the assets used in carrying on the Canadian business;
  (ii) the acquisition, directly or indirectly, of voting shares of a Canadian
  corporation carrying on the Canadian business; and (iii) the acquisition of
  voting of an entity which controls, directly or indirectly, another entity carrying
  on a Canadian business. An acquisition of a majority of the voting interests
  of an entity, including a corporation, is deemed to be an acquisition of control
  under the ICA. An acquisition of less than one- third of the voting shares of
  a corporation is deemed not to be an acquisition of control. An acquisition
  of less than a majority, but one-third or more, of the voting shares of a corporation
  is presumed to be an acquisition of control unless it can be established that
  on the acquisition the corporation is not, in fact, controlled by the acquirer
  through the ownership of voting shares. For partnerships, trusts, joint ventures
  or other unincorporated entities, an acquisition of less than a majority of
  the voting interests is deemed not to be an acquisition of control.

In 1988, the ICA was amended pursuant to the Free Trade Agreement
  dated 1/2/88 between Canada and the United States to relax the restriction of
  the ICA. As a result of these amendments, except where the Canadian business
  is in the cultural, oil and gas, uranium, financial services or transportation
  sectors, the threshold for direct acquisition of control by U.S. investors and
  other foreign investors acquiring control of a Canadian business from U.S. investors
  has been raised from $5 million to $150 million of gross assets, and
  indirect acquisitions are not reviewable.

In addition to the foregoing, the ICA requires that all other
  acquisitions of control of Canadian businesses by non-Canadians are subject
  to formal notification to the Canadian government. These provisions require
  a foreign investor to give notice in the required form, which notices are for
  information, as opposed to review, purposes.

E. Taxation

The following summary of the material Canadian federal income
  tax considerations generally applicable in respect of the common stock reflects
  the Company’s opinion. The tax consequences to any particular holder of
  common stock will vary according to the status of that holder as an individual,
  trust, corporation or member of a partnership, the jurisdiction in which that
  holder is subject to taxation, the place where that holder is resident and,
  generally, according to that holder’s particular circumstances. This summary
  is applicable only to holders who are resident in the United States, have never
  been resident in Canada, deal at arm’s length with the Company, hold their
  common

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stock as capital property and who will not use or hold the
  common stock in carrying on business in Canada. Special rules, which are not
  discussed in this summary, may apply to a United States holder that is an issuer
  that carries on business in Canada and elsewhere.

This summary is based upon the provisions of the Income Tax
  Act of Canada and the regulations thereunder (collectively, the "Tax Act" or
  “ITA”) and the Canada-United States Tax Convention (the “Tax
  Convention”) as at the date of the Registration Statement and the current
  administrative practices of Revenue Canada, Taxation. This summary does not
  take into account provincial income tax consequences.

This summary is not exhaustive of all possible income tax
  consequences. It is not intended as legal or tax advice to any particular holder
  of common stock and should not be so construed. Each holder should consult his
  own tax advisor with respect to the income tax consequences applicable to him
  in his own particular circumstances.

Based on management’s independent review, they believe
  that the tax discussion covers all material income tax consequences.

Disposition of Common Stock.

If a non-resident were to dispose of common stock of the Company
  to another Canadian corporation which deals or is deemed to deal on a non-arm’s
  length basis with the non-resident and which, immediately after the disposition,
  is connected with the Company (i.e., which holds shares representing more than
  10% of the voting power and more than 10% of the market value of all issued
  and outstanding shares of the Company), the amount by which the fair market
  value of any consideration (other than any shares of the purchaser corporation)
  exceeds the paid-up capital of the common stock sold will be deemed to be taxable
  as a dividend paid by the purchasing corporation, either immediately or eventually
  by means of a deduction in computing the paid-up capital of the purchasing corporation,
  and subject to withholding taxes as described below.

Under the Tax Act, a gain from the sales of common stock by
  a non-resident will not be subject to Canadian tax, provided the shareholder
  (and/or persons who do not deal at arm’s length with the shareholder)
  have not held a “substantial interest” in the Company (25% or more
  of the shares of any class of the Company’s stock) at any time in the
  five years preceding the disposition. Generally, the Tax Convention will exempt
  from Canadian taxation any capital gain realized by the resident of the United
  States, provided that the value of the common stock is not derived principally
  from real property situated in Canada.

Dividend

In the case of any dividends paid to non-residents, the Canadian
  tax is withheld by the Company, which remits only the net amount to the shareholder.
  By virtue of Article X of the Tax Convention, the rate of tax on dividends paid
  to residents of the United States is generally limited to 15% of the gross dividend
  (or 10% in the case of certain corporate shareholders owning at least 10% of
  the Company’s voting shares). In the absence of the treaty provisions,
  the rate of Canadian withholding tax imposed on non-residents is 25% of the
  gross dividend. Stock dividends received by non-residents from the Company are
  taxable by Canada as ordinary dividends.

Where a holder disposes of common stock to the Company (unless
  the Company acquired the common stock in the open market in the manner in which
  shares would normally be purchased by any member of the public) will result
  in a deemed dividend to the U.S. holder equal to the amount by which the consideration
  paid by the Company exceeds the paid-up capital of such stock, the amount of
  such dividend will be subject to withholding tax as described above.

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Capital Gains

A non-resident of Canada is not subject to tax under the ITA
  in respect of a capital gain realized upon the disposition of a share of a class
  that is listed on a prescribed stock exchange unless the share represents “taxable
  Canadian property” to the holder thereof. A common share of the Company
  will be taxable Canadian property to a non-resident holder if, at any time during
  the period of five years immediately preceding the disposition, the nonresident
  holder, persons with whom the non-resident holder did not deal at arm’s
  length, or the non-resident holder and persons with whom he/she did not deal
  at arm’s length owned 25% or more of the issued shares of any class or
  series of the Company. In the case of a non-resident holder to whom shares of
  the Company represent taxable Canadian property and who is resident in the United
  States, no Canadian tax will be payable on a capital gain realized on such shares
  by reason of the Canada-United States Income Tax Convention 1980) (the “Treaty”)
  unless the value of such shares is derived principally from real property situated
  in Canada or the non-resident holder previously held the shares while resident
  in Canada. However, in such a case, certain transitional relief under the Treaty
  may be available.

Certain United States Federal Income Tax Consequences

The following is a discussion of certain possible United States
  Federal income tax consequences, under the law, generally applicable to a U.S.
  Holder (as defined below) of common shares of the Company. This discussion does
  not address all potentially relevant Federal income tax matters and it does
  not address consequences peculiar to persons subject to special provisions of
  Federal income tax law, such as those described below as excluded from the definition
  of a U.S. Holder. In addition, this discussion does not cover any state, local
  or foreign tax consequences.

The following discussion is based upon the sections of the
  Internal Revenue Code of 1986, as amended (“the Code”), Treasury
  Regulations, published Internal Revenue Service (“IRS) rulings, published
  administrative positions of the IRS and court decisions that are currently applicable,
  any or all of which could be materially and adversely changed, possible on a
  retroactive basis, at any time. In addition, the discussion does not consider
  the potential effects, both adverse and beneficial, or recently proposed legislation
  which, if enacted, could be applied, possibly on a retroactive basis, at any
  time. The following discussion is for general information only and is not intended
  to be, nor should it be construed to be, legal or tax advice to any holder or
  prospective holder of common shares of the Company and no opinion or representation
  with respect to the United States Federal income tax consequences to any such
  holder or prospective holder is made. Accordingly, holders and prospective holders
  of common shares of the Company should consult their own tax advisors about
  the federal, state, local, and foreign tax consequences of purchasing, owning
  and disposing of common shares of the Company.

Based on management’s independent review, they believe
  that the discussion covers all material tax consequences.

U.S. Holders

As used herein, a (“U.S. Holder”) includes a holder
  of common shares of the Company who is a citizen or resident of the United States,
  a corporation created or organized in or under the laws of the United States
  or of any political subdivision thereof and any other person or entity whose
  ownership of common shares of the Company is effectively connected with the
  conduct of a trade or business in the United States. A U.S. Holder does not
  include persons subject to special provisions of Federal income tax law, such
  as tax-exempt organizations, qualified retirement plans, financial institutions,
  insurance companies, real estate investment trusts, regulated investment companies,
  broker-dealers, non-resident alien individuals or foreign corporations whose
  ownership of common shares of the Company is not effectively connected with
  the conduct of a trade or business in the United States and shareholders who
  acquired their stock through the exercise of employee stock options or otherwise
  as compensation.

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Distribution on Common Shares of the Company

U.S. Holders receiving dividend distributions (including constructive
  dividends) with respect to common shares of the Company are required to include
  in gross income for United States Federal income tax purposes the gross amount
  of such distributions to the extent that the Company has current or accumulated
  earnings and profits, without reduction for any Canadian income tax withheld
  from such distributions. Such Canadian tax withheld may be credited, subject
  to certain limitations, against the U.S. Holder’s United States Federal
  Income tax liability or, alternatively, may be deducted in computing the U.S.
  Holder’s United States Federal taxable income by those who itemize deductions.
  (See more detailed discussion at “Foreign Tax Credit” below). To
  the extent that distributions exceed current or accumulated earnings and profits
  of the Company, they will be treated first as a return of capital up to the
  U.S. Holder’s adjusted basis in the common shares and thereafter as gain
  from the sale or exchange of the common shares. Preferential tax rates for long-term
  capital gains are applicable to a U.S. Holder which is an individual, estate
  or trust. There are currently no preferential tax rates for long-term capital
  gains for a U.S. Holder which is a corporation.

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

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
  Canadian income tax with respect to the ownership of common shares of the Company
  may be entitled, at the option of the U.S. Holder, to either a deduction or
  a tax credit for such foreign tax paid or withheld. Generally, it will be more
  advantageous to claim a credit because a credit reduces United States Federal
  income taxes on a dollar-for-dollar basis, while a deduction merely reduces
  the taxpayer’s income subject to tax. This election is made on a year-by-year
  basis and applies to all foreign income taxes (or taxes in lieu of income tax)
  paid by (or withheld from) the U.S. Holder during the year. There are significant
  and complex limitations which apply to the credit, among which is the general
  limitation that the credit cannot exceed the proportionate share of the U.S.
  Holder’s United States income tax liability that the U.S. Holder’s
  foreign source income bears to his/her or its application of this limitation.
  The various items of income and deduction must be classified into foreign and
  domestic sources. Complex rules govern this classification process. There are
  further limitations on the foreign tax credit for certain types of income such
  as “passive income”, “high withholding tax interest”,
  “financial services income”, “shipping income”, and
  certain other classifications of income. The availability of the foreign tax
  credit and the application of the limitations on the credit are fact specific
  and holders and prospective holders of common shares of the Company should consult
  their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of
  common shares of the Company equal to the difference, if any, between (I) the
  amount of cash plus the fair market value of any property received, and (ii)
  the shareholder’s tax basis in the common shares of the Company. This
  gain or loss will be capital gain or loss if the common shares are capital assets
  in the hands of the U.S. Holder, which will be a short-term or long-term capital
  gain or loss depending upon the holding period of the U.S. Holder. Gains and
  losses are netted and combined according to special rules in arriving at the
  overall capital gain or loss for a particular tax year. Deductions for net capital
  losses are subject to significant limitations. For U.S. Holders which are individuals,
  any unused portion of such net capital loss may be carried over to be used in
  later tax years until such net capital loss is thereby exhausted. For U.S. Holders
  which are corporations (other than corporations subject to Subchapter S of the
  Code), an unused net capital loss may be carried back three years from the loss
  year and carried forward five years from the loss year to be offset against
  capital gains until such net capital loss is thereby exhausted.

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Other Considerations

In the following circumstances, the above sections of the
  discussion may not describe the United States Federal income tax consequences
  resulting from the holding and disposition of common shares of the Company.

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the
  total combined voting power or the total value of the Company’s outstanding
  shares is owned, actually or constructively, by five or fewer individuals who
  are citizens or residents of the United States and 60% or more of the Company’s
  gross income for such year was derived from certain passive sources (e.g. from
  dividends received from its subsidiaries), the Company would be treated as a
  “foreign personal holding company.” In that event, U.S. Holders
  that hold common shares of the Company would be required to include in gross
  income for such year their allowable portions of such passive income to the
  extent the Company does not actually distribute such income.

Foreign Investment Company

If 50% or more of the combined voting power or total value
  of the Company’s outstanding shares are held, actually or constructively,
  by citizens or residents of the United States, United States domestic partnerships
  or corporations, or estates or trusts other than foreign estates or trusts (as
  defined by the Code Section 7701(a)(31), and the Company is found to be engaged
  primarily in the business of investing, reinvesting, or trading in securities,
  commodities, or any interest therein, it is possible that the Company might
  be treated as a “foreign investment company” as defined in Section
  1246 of the Code, causing all or part of any gain realized by a U.S. Holder
  selling or exchanging common shares of the Company to be treated as ordinary
  income rather than capital gains.

Passive Foreign Investment Company

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

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

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

A U.S. shareholder who elects in a timely manner to treat
  the Company as a Qualified Electing Fund (“QEF”), as defined in
  the Code (an “Electing U.S. Shareholder”), will be subject, under
  Section 1293 of the Code, to current federal income tax for any taxable year
  in which the Company qualifies as a PFIC on his pro-rata share of the Company’s
  (i) “net capital gain” (the excess of net long-term capital gain
  over net short-term capital loss), which will

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be taxed as long-term capital gain to the Electing U.S. Shareholder
  and (ii) “ordinary earnings” (the excess of earnings and profits
  over net capital gain), which will be taxed as ordinary income to the Electing
  U.S. Shareholder, in each case, for the shareholder’s taxable year in
  which (or with which) the Company’s taxable year ends, regardless of whether
  such amounts are actually distributed.

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

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

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

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

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

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

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

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

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

Controlled Foreign Corporation

If more than 50% of the voting power of all classes of stock
  or the total value of the stock of the Company is owned, directly or indirectly,
  by citizens or residents of the United States, United States domestic partnerships
  and corporations or estates or trusts other than foreign estates or trusts,
  each of whom own 10% or more of the total combined voting power of all classes
  of stock of the Company or the total value of the stock of (“United States
  Shareholder”) the Company, could be treated as a “controlled foreign
  corporation” under Subpart F of the Code. This classification would effect
  many complex results including the required inclusion by such United States
  shareholders in income of their pro rata shares of “Subpart F income”
  (as specially defined by the Code) of the Company and the Company’s earnings
  invested in U.S. property and earnings invested “excess passive assets”
  (as specifically defined by the Code). In addition, under Section 1248 of the
  Code, gain from the sale or exchange of common shares of the Company by a U.S.
  person who is or was a United States shareholder (as defined in the Code) at
  any time during the five year period ending with the sale or exchange is treated
  as ordinary dividend income to the extent of earnings and profits of the company
  attributable to the stock sold or exchanged. Because of the complexity of Subpart
  F., and because it is not clear that the Company is a controlled foreign corporation,
  a more detailed review of these rules is outside of the scope of this discussion.

F. Dividends and Paying Agents

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

G. Statement By Experts

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

F. Documents on Display

Any of the documents referred to in this Form 20-F can be
  viewed at the office of the Company, which is located at Suite 306 – 1140
  Homer Street, Vancouver, British Columbia, V6B 2X6 during normal business hours.
  All of the documents referred to above are in English.

33

---

I. Subsidiary Information

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

ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
  MARKET RISK

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

ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable

ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
  HOLDERS

Not applicable

ITEM 15 CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the “Exchange Act”), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of August 31, 2004, being the date of our most recently completed fiscal
  year. This evaluation was carried out under the supervision and with the participation
  of our Chairman, Mr. Dennis Higgs and Ms. Aileen Lloyd, member of the audit
  committee. Based upon that evaluation, our Chairman concluded that our disclosure
  controls and procedures are effective in timely alerting management to material
  information relating to us required to be included in our periodic SEC filings.
  There have been no significant changes in our internal controls or in other
  factors that could significantly affect internal controls subsequent to the
  date we carried out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  in our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chairman and
  Chief Financial Officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal year ended August
  31, 2004 there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

The term “internal control over financial reporting”
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

34

---

> Pertain to the maintenance of records that in reasonable
>     detail accurately and fairly reflect the transactions and dispositions of
>     the assets of the registrant;
>   Provide reasonable assurance that transactions are recorded
>     as necessary to permit preparation of financial statements in accordance with
>     generally accepted accounting principles, and that receipts and expenditures
>     of the registrant are being made only in accordance with authorizations of
>     management and directors of the registrant;and

Provide reasonable assurance regarding prevention or timely
  detection of unauthorized acquisition, use or disposition of the registrant's
  assets that could have a material effect on the financial statements.

ITEM 16 [RESERVED]

ITEM 17 FINANCIAL STATEMENTS

The financial statements as required under Item 17 are attached
  hereto and found immediately following the text of this Form 20-F. The Auditors
  Report of Morgan & Co., Chartered Accountants, for the audited financial
  statements is included herein immediately preceding the audited financial statements.

ITEM 18

FINANCIAL STATEMENTS

Not applicable

ITEM 19

EXHIBITS

|A. | Audited Consolidated Financial Statements and Financial
      Statement Schedules:                  
|-- | ----------------------------------------------------------------------------------------------------
|   |                                                                                                     
|   | Auditor's Report, dated December 1, 2004;                                                           
|   |                                                                                                     
|   | Consolidated Balance Sheet at 8/31/03 and
      8/31/04;                                            
|   |                                                                                                     
|   | Consolidated Statements of Operations and
      Deficit for the years ended 08/31/03, and  08/31/04;
|   |                                                                                                     
|   | Consolidated Statements of Cash Flow for
      the years ended 08/31/03 and 08/31/04;               
|   |                                                                                                     
|   | Notes to Consolidated Financial Statements                                                          

|B. | Exhibits |                                                                                          
|-- | -------- | -----------------------------------------------------------------------------------------
|   |          |                                                                                          
|   | Exhibit  | Description                                                                              
|   | Number   |                                                                                          
|   |          |                                                                                          
|   | 31.1     | Certification of CEO Pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002; (1)
|   |          |                                                                                          
|   | 31.2     | Certification of CFO Pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002; (1)

35

---

| | 32.1 | Certification
        of CEO Pursuant to 18 U.S.C. Sect ion 1350, as Adopted Pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002. (1)      
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                          
| | 32.2 | Certification
        of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002. (1)       
| |      |                                                                                                                                                          
| | 10.1 | Revised
        Mining Lease agreement dated May 27, 2004 on the Coal Canyon property
        between Nevada North Resources and Miranda U.S.A., Inc. (1)
| |      |                                                                                                                                                          
| | 10.2 | Revised
        Mining Lease agreement dated May 27, 2004 on the CONO property between
        Nevada North Resources and Miranda U.S.A., Inc. (1)       
| |      |                                                                                                                                                          
| | 10.3 | Revised
        Mining Lease agreement dated May 27, 2004 on the Red Hill property between
        Nevada North Resources and Miranda U.S.A., Inc. (1)   
| |      |                                                                                                                                                          
| | 10.4 | Revised
        Mining Lease agreement dated May 27, 2004 on the BPV property between
        Nevada North Resources and Miranda U.S.A., Inc. (1)        
| |      |                                                                                                                                                          
| | 10.5 | Mining
        Lease Agreement dated November 23, 2004 on the Horse Mountain Property
        between Bruce W. Miller and Miranda U.S.A., Inc. (1)       

Signatures

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

MIRANDA GOLD CORP.

Registrant

Date: January 5, 2005

By: "Aileen Lloyd"Aileen Lloyd, Director

36

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003



F-1

---



AUDITORS' REPORT

To the Shareholders
  Miranda Gold Corp.
  (Formerly Miranda Diamond Corp.)

We have audited the consolidated balance sheets of Miranda
  Gold Corp. (formerly Miranda Diamond Corp.) as at August 31, 2004 and 2003,
  and the consolidated statements of operations and deficit, and cash flows for
  the years ended August 31, 2004, 2003 and 2002. These consolidated financial
  statements are the responsibility of the Company's management. Our responsibility
  is to express an opinion on these consolidated financial statements based on
  our audits.

We conducted our audits in accordance with Canadian generally
  accepted auditing standards, and with the standards of the Public Company Accounting
  Oversight Board (United States). Those standards require that we 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, 2004 and 2003, and the results of its operations and cash flows for
  the years ended August 31, 2004, 2003 and 2002, in accordance with Canadian
  generally accepted accounting principles.

|Vancouver, Canada   |                                      | “Morgan & Company”           
|------------------- | ------------------------------------ | -----------------------------
|                    |                                      |                              
|December 1, 2004    |                                      | Chartered Accountants        
|                    |                                      |                              
|                    |                                      |                              
|                    |                                      |                              
|Tel: (604) 687-5841 |                                      | P.O. Box 10007 Pacific Centre
|Fax: (604) 687-0075 | Suite 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1             
|                    |                                     

F-2

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

CONSOLIDATED BALANCE SHEETS

|                                         | AUGUST 31 |           
|---------------------------------------- | --------- | ----------
|                                         |           | 2004      
|                                         |           |           
|ASSETS                                   |           |           
|                                         |           |           
|Current                                  |           |           
|Cash and short term deposits             | $         | 1,611,118 
|Accounts receivable                      |           | 8,777     
|Prepaid expenses                         |           | 37,007    
|                                         |           | 1,656,902 
|                                         |           |           
|Investment(Note 2)                       |           | 88,000    
|Capital Assets(Note 3)                   |           | 59,874    
|Mineral Properties(Note 4)               |           | 197,613   
|Deferred Exploration Expenditures        |           | 198,466   
|                                         |           |           
|                                         | $         | 2,200,855 
|                                         |           |           
|LIABILITIES                              |           |           
|                                         |           |           
|Current                                  |           |           
|Accounts payable and accrued liabilities | $         | 46,708    
|                                         |           |           
|SHAREHOLDERS’ EQUITY                     |           |           
|                                         |           |           
|Share Capital(Note 5)                    |           | 7,429,182 
|                                         |           |           
|Contributed Surplus                      |           | 939,323   
|                                         |           |           
|Deficit                                  |           | (6,214,358
|                                         |           | 2,154,147 
|                                         |           |           
|                                         | $         | 2,200,855 

Approved by the Directors:

|“Dennis
      L. Higgs” |  | “Aileen
      Lloyd”
|----------------------- |  | --------------------

F-3

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

|                                              | YEARS ENDED AUGUST 31 |           
|--------------------------------------------- | --------------------- | ----------
|                                              |                       | 2004      
|                                              |                       |           
|Expenses                                      |                       |           
|Amortization                                  | $                     | 11,238    
|Consulting                                    |                       | 83,623    
|Corporate finance services                    |                       | 14,675    
|Interest and foreign exchange                 |                       | 6,314     
|Investor relations                            |                       | 159,011   
|Office rent, telephone, secretarial
      and |                       |           
|sundry                                        |                       | 169,381   
|Professional fees                             |                       | 31,625    
|Management fees                               |                       | 60,000    
|Property examination costs                    |                       | 15,713    
|Stock based compensation                      |                       | 801,439   
|Travel and business promotion                 |                       | 141,312   
|Transfer agent and regulatory fees            |                       | 35,470    
|Wages and benefits                            |                       | 99,018    
|                                              |                       | 1,628,819 
|Less: Interest income                         |                       | (13,789   
|                                              |                       |           
|Loss Before The Following                     |                       | 1,615,030 
|                                              |                       |           
|Loss On Sale Of Mineral Properties            |                       | 595       
|Mineral Property Option Payments              |                       |           
|Received In Excess Of Cost                    |                       | (8,216    
|Write Off Of Abandoned Mineral                |                       |           
|Properties And Related Exploration            |                       |           
|Expenditures                                  |                       | 440,646   
|                                              |                       |           
|Loss For The Year                             |                       | 2,048,055 
|                                              |                       |           
|Deficit, Beginning Of Year                    |                       | 4,166,303 
|                                              |                       |           
|Deficit, End Of Year                          | $                     | 6,214,358 
|                                              |                       |           
|                                              |                       |           
|Basic And Diluted Loss Per Share              | $                     | 0.11      
|                                              |                       |           
|                                              |                       |           
|Weighted Average Number Of Shares             |                       |           
|Outstanding                                   |                       | 18,082,282

F-4

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                       | YEARS ENDED AUGUST 31 |           
|-------------------------------------- | --------------------- | ----------
|                                       |                       | 2004      
|                                       |                       |           
|Cash Flows From Operating Activities   |                       |           
|Loss for the year                      | $                     | (2,048,055
|Add (Deduct): Non-cash items:          |                       |           
|Amortization                           |                       | 11,238    
|Stock based compensation               |                       | 801,439   
|Loss on sale of mineral properties     |                       | 595       
|Mineral property option payments       |                       |           
|received in excess of cost             |                       | (8,214    
|Write off of abandoned mineral         |                       |           
|properties and related exploration     |                       |           
|expenditures                           |                       | 440,646   
|                                       |                       | (802,351  
|Change In non-cash working capital     |                       |           
|items:                                 |                       |           
|Accounts receivable                    |                       | (1,560    
|Prepaid expenses                       |                       | (9,766    
|Accounts payable and accrued           |                       | 22,404    
|liabilities                            |                       |           
|                                       |                       | (791,273  
|                                       |                       |           
|Cash Flows From Investing Activities   |                       |           
|Capital assets                         |                       | (61,030   
|Mineral property option payments       |                       | 135,395   
|received                               |                       |           
|Proceeds on sale of mineral properties |                       | 121,195   
|Mineral properties                     |                       | (162,149  
|Exploration expenditures               |                       | (248,980  
|                                       |                       | (215,569  
|                                       |                       |           
|Cash Flows From Financing Activities   |                       |           
|Issue of share capital                 |                       | 2,328,210 
|Share issue costs                      |                       | -         
|Special warrant subscriptions received |                       | -         
|Loan payable                           |                       | -         
|                                       |                       | 2,328,210 
|                                       |                       |           
|Increase In Cash And Cash Equivalents  |                       | 1,321,368 
|                                       |                       |           
|Cash And Cash Equivalents, Beginning   |                       |           
|Of Year                                |                       | 289,750   
|                                       |                       |           
|Cash And Cash Equivalents, End Of Year | $                     | 1,611,118 

F-5

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING
  ACTIVITIES:

During the year ended August 31, 2004, the Company issued
  215,000 share purchase warrants with a fair value of $70,020 pursuant to
  mineral property option agreements described in notes 4(c), 4(d), 4(e), and
  4(f).

During the year ended August 31, 2004, the Company received
  2,750,000 common shares with a fair value of $88,000 pursuant to the mineral
  property sale and option agreements described in Note 4(b).

During the year ended August 31, 2003, the Company issued
  200,000 share purchase warrants with a fair value of $48,820 pursuant to
  mineral property option agreements described in notes 4(c) and 4(d).

During the year ended August 31, 2002, the Company issued
  72,000 units at a fair value of $14,400 per unit as part commission for
  a private placement, and 330,000 common shares at a fair value of $66,000
  per share as part consideration under the mineral property option agreements
  described in Note 4(b).

F-6

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|1. | a) | NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                        
|   |    | The Company is in the process
        of exploring its mineral properties and has not yet determined whether
        the properties contain ore reserves that are economically recoverable.                                                                                                                                                                                                            
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                        
|   |    | The recoverability of amounts
        shown as mineral properties and related deferred exploration expenditures
        is dependent upon the discovery of economically recoverable reserves,
        confirmation of the Company's interest in the underlying mineral claims,
        and the ability of the Company to obtain profitable production or proceeds
        from the disposition thereof.
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b) | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                        
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                        
|   |    | i)                                                                                                                                                                                                                                                                                                                                                                                                     
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                        
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                        
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                        
|   |    | ii)                                                                                                                                                                                                                                                                                                                                                                                                    
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                        
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                        
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                        
|   |    | iii)                                                                                                                                                                                                                                                                                                                                                                                                   
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                        
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                        

| | Computer equipment     | 30%  | 
| | ---------------------- | ---- | 
| | Computer software      | 100% | 
| | Field equipment        | 25%  | 
| | Furniture and fixtures | 20%  | 

| |  | iv) | Financial Instruments                                                                                                                                          
| |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     |                                                                                                                                                                
| |  |     | The Company’s financial instruments consist
        of cash and short term deposits, accounts receivable, and accounts payable
        and accrued liabilities.

F-7

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|1. | b) | SIGNIFICANT ACCOUNTING POLICIES (Continued)
|-- | -- | -------------------------------------------
|   |    |                                            
|   |    | iv)                                        
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    | v)                                         
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    | vi)                                        
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    | vii)                                       
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    | viii)                                      
|   |    |                                            
|   |    |                                            

F-8

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|1. | b) | SIGNIFICANT ACCOUNTING POLICIES (Continued)
|-- | -- | -------------------------------------------
|   |    |                                            
|   |    | ix)                                        
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    | x)                                         
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    |                                            
|   |    |                                            

F-9

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|1. | b) | SIGNIFICANT ACCOUNTING POLICIES (Continued)
|-- | -- | -------------------------------------------
|   |    |                                            
|   |    | x)                                         
|   |    |                                            
|   |    |                                            

| | Loss for the year                                                         | $ | (512,726 | )
| | ------------------------------------------------------------------------- | - | -------- | -
| | Compensation expense related to fair value of stock options
      granted |   |          |  
| | to employees                                                              |   | (149,089 | )
| |                                                                           |   |          |  
| | Pro-forma loss for the year                                               | $ | (661,815 | )
| |                                                                           |   |          |  
| | Pro-forma basic loss per share                                            | $ | (0.08    | )

|2. | INVESTMENT
|-- | ----------

| |                                                                                                                                                                                                                |  |   | 2004   |  |   | 2003 | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------ |  | - | ---- | 
| |                                                                                                                                                                                                                |  |   |        |  |   |      | 
| |                                                                                                                                                                                                                |  |   |        |  |   |      | 
| | 2,750,000 common shares of Otish Mountain Diamond Company. These
      common shares are subject to a hold period and are not  freely tradable
      until December 12, 2004. (Market value 2004 - $715,000 ). |  | $ | 88,000 |  | $ | -    | 

|3. | CAPITAL ASSETS
|-- | --------------

| |                        | 2004 |        |  | 2003 |             
| | ---------------------- | ---- | ------ |  | ---- | ------------
| |                        |      |        |  |      |             
| |                        |      |        |  |      | ACCUMULATED 
| |                        |      | COST   |  |      | AMORTIZATION
| |                        |      |        |  |      |             
| |                        |      |        |  |      |             
| | Computer equipment     | $    | 23,943 |  | $    | 6,616       
| | Computer software      |      | 1,050  |  |      | 525         
| | Furniture and fixtures |      | 4,445  |  |      | 444         
| | Field equipment        |      | 43,453 |  |      | 5,432       
| |                        |      |        |  |      |             
| |                        | $    | 72,891 |  | $    | 13,017      

F-10

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|4. | MINERAL PROPERTIES
|-- | ------------------

| |    |                                                             |   | 2004    |   |   | 2003   |  
| | -- | ----------------------------------------------------------- | - | ------- | - | - | ------ | -
| | a) | Secret Basin Property, Nevada                               |   |         |   |   |        |  
| |    |                                                             |   |         |   |   |        |  
| |    | The Company has acquired a 100% interest in the Secret      |   |         |   |   |        |  
| |    | Basin property located in Nye County, Nevada for U.S.       |   |         |   |   |        |  
| |    | $5,000 and the issuance of 10,000 shares. The Company       |   |         |   |   |        |  
| |    | will issue an additional 60,000 shares upon the project     |   |         |   |   |        |  
| |    | reaching certain development and exploration milestones     |   |         |   |   |        |  
| |    | including positive pre-feasibility and feasibility.         | $ | 18,400  |   | $ | 18,400 |  
| |    |                                                             |   |         |   |   |        |  
| |    | Option payment received                                     |   | (1,492  | ) |   | (1,492 | )
| |    | Write down                                                  |   | (16,908 | ) |   | -      |  
| |    |                                                             |   | -       |   |   | 16,908 |  
| |    |                                                             |   |         |   |   |        |  
| |    | The Company has granted an option to acquire a 50%          |   |         |   |   |        |  
| |    | interest in its Secret Basin, Nevada property for the       |   |         |   |   |        |  
| |    | following consideration:                                    |   |         |   |   |        |  
| |    |                                                             |   |         |   |   |        |  
| |    | - cash payment of US$1,000;                                 |   |         |   |   |        |  
| |    | - exploration expenditures totalling U.S. $250,000 by       |   |         |   |   |        |  
| |    | June 30, 2004, US$10,000 of which must
      be             |   |         |   |   |        |  
| |    | expended by April 30, 2004.                                 |   |         |   |   |        |  
| |    |                                                             |   |         |   |   |        |  
| |    | During the year ended August 31, 2004, the Company          |   |         |   |   |        |  
| |    | abandoned its interest in the Secret Basin Property.        |   |         |   |   |        |  
| |    |                                                             |   |         |   |   |        |  
| | b) | Otish Mountains, Quebec                                     |   |         |   |   |        |  
| |    |                                                             |   |         |   |   |        |  
| |    | The Company has acquired a 100% interest, subject to        |   |         |   |   |        |  
| |    | certain net smelter return and gross overriding royalty     |   |         |   |   |        |  
| |    | obligations, in nine mineral properties, comprising a total |   |         |   |   |        |  
| |    | of 766 mineral claims covering 96,957 acres, located in     |   |         |   |   |        |  
| |    | the Otish Mountains region of Quebec. Consideration         |   |         |   |   |        |  
| |    | payable for each property is as follows:                    |   |         |   |   |        |  

F-11

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|4. | MINERAL PROPERTIES (Continued)
|-- | ------------------------------

| |    |                                                                                                                                                                                                                                                                                                                                                                                   |   |        |  |                       |  |   | 2004    |   |   | 2003    | 
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------ |  | --------------------- |  | - | ------- | - | - | ------- | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                   |   |        |  |                       |  |   |         |   |   |         | 
| | b) | Otish Mountains, Quebec (Continued)                                                                                                                                                                                                                                                                                                                                               |   |        |  |                       |  |   |         |   |   |         | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                   |   |        |  |                       |  |   |         |   |   |         | 
| |    | PROPERTY                                                                                                                                                                                                                                                                                                                                                                          |   | CASH   |  | SHARES                |  |   |         |   |   |         | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                   |   |        |  |                       |  |   |         |   |   |         | 
| |    | Lac Leran                                                                                                                                                                                                                                                                                                                                                                         | $ | 23,000 |  | 165,000 common shares |  |   |         |   |   |         | 
| |    | Lac Pigeon                                                                                                                                                                                                                                                                                                                                                                        | $ | 23,000 |  | 165,000 common shares |  |   |         |   |   |         | 
| |    | Lac Leran #2                                                                                                                                                                                                                                                                                                                                                                      | $ | 129    |  | -                     |  |   |         |   |   |         | 
| |    | Lac Pigeon #2                                                                                                                                                                                                                                                                                                                                                                     | $ | 5,271  |  | -                     |  |   |         |   |   |         | 
| |    | Lac Joubert                                                                                                                                                                                                                                                                                                                                                                       | $ | 4,341  |  | -                     |  |   |         |   |   |         | 
| |    | Lac Orillat                                                                                                                                                                                                                                                                                                                                                                       | $ | 4,978  |  | -                     |  |   |         |   |   |         | 
| |    | Lac Herve                                                                                                                                                                                                                                                                                                                                                                         | $ | 27,700 |  | -                     |  |   |         |   |   |         | 
| |    | Lac Square Rock                                                                                                                                                                                                                                                                                                                                                                   | $ | 7,500  |  | -                     |  |   |         |   |   |         | 
| |    | Lac Taffanel                                                                                                                                                                                                                                                                                                                                                                      | $ | 6,000  |  | -                     |  |   |         |   |   |         | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                   |   |        |  |                       |  |   |         |   |   |         | 
| |    | Total consideration paid                                                                                                                                                                                                                                                                                                                                                          |   |        |  |                       |  | $ | 197,919 |   | $ | 197,919 | 
| |    | Sale of interest                                                                                                                                                                                                                                                                                                                                                                  |   |        |  |                       |  |   | (50,648 | ) |   | -       | 
| |    | Option payments received                                                                                                                                                                                                                                                                                                                                                          |   |        |  |                       |  |   | (95,349 | ) |   | -       | 
| |    | Write down                                                                                                                                                                                                                                                                                                                                                                        |   |        |  |                       |  |   | (51,922 | ) |   | -       | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                   |   |        |  |                       |  |   | -       |   |   | 197,919 | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                   |   |        |  |                       |  |   |         |   |   |         | 
| |    | In addition, an annual advance royalty payment
      of $15,000 is payable under the Lac Leran and Lac Pigeon property agreements.                                                                                                                                                                                                                                                |   |        |  |                       |  |   |        
| |    |                                                                                                                                                                                                                                                                                                                                                                                   |   |        |  |                       |  |   |         |   |   |         | 
| |    | During the year ended August 31, 2004, the Company
      sold its 100% interest in the Lac Leran #2, Lac Joubert, Lac Orillat, Lac
      Herve, Lac Square Rock and Lac Taffanel Properties for net proceeds of $55,100,
      1,250,000 common shares of Otish Mountain Diamond Corp. (“OMDC”),
      and the retention of a 1% net smelter return and gross overriding royalty. |   |        |  |                       |  |   |        
| |    |                                                                                                                                                                                                                                                                                                                                                                                   |   |        |  |                       |  |   |         |   |   |         | 
| |    | On November 4, 2003, the Company entered into a
      Letter of Intent on a joint venture proposal for the Lac Leran Property.
      The Company will option a 45% interest on the property to OMDC for consideration
      of:                                                                                                                                                   |   |        |  |                       |  |   |        

F-12

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|4. | MINERAL PROPERTIES (Continued)
|-- | ------------------------------

| |    |                                                             |                                                         | 2004 |  | 2003 | 
| | -- | ----------------------------------------------------------- | ------------------------------------------------------- | ---- |  | ---- | 
| |    |                                                             |                                                         |      |  |      | 
| | b) | Otish Mountains, Quebec (Continued)                         |                                                         |      |  |     
| |    |                                                             |                                                         |      |  |      | 
| |    | i)                                                          | $45,000 of which $25,000 is due upon signing the        |      |  |      | 
| |    |                                                             | Letter of Intent (received), and $20,000 (received) is  |      |  |      | 
| |    |                                                             | due upon the earlier of receiving geological samples    |      |  |      | 
| |    |                                                             | and reports or February 29, 2004;                       |      |  |      | 
| |    |                                                             |                                                         |      |  |      | 
| |    | ii)                                                         | 1,500,000 shares of OMDC (received).                    |      |  |      | 
| |    |                                                             |                                                         |      |  |      | 
| | c) | Hercules Project, Imperial Mine Property, and Gilman        |                                                         |      |  |     
| |    | Property, Nevada                                            |                                                         |      |  |     
| |    |                                                             |                                                         |      |  |      | 
| |    | The Company has entered into an option agreement
      for  |                                                         |      |  |     
| |    | the acquisition of a 100% interest in three mineral         |                                                         |      |  |     
| |    | properties in Nevada. Consideration payable under
      the |                                                         |      |  |     
| |    | option agreement is as follows:                             |                                                         |      |  |     
| |    |                                                             |                                                         |      |  |      | 
| |    | i)                                                          | In connection with the signing of the agreement and its |      |  |      | 
| |    |                                                             | acceptance by the TSX Venture Exchange,                 |      |  |      | 
| |    |                                                             | US$20,000 in cash and warrants to purchase 100,000      |      |  |      | 
| |    |                                                             | shares at $0.25 for two years. US$5,000 due upon        |      |  |      | 
| |    |                                                             | signing the agreement and the balance payable within    |      |  |      | 
| |    |                                                             | 90 days.                                                |      |  |      | 
| |    |                                                             |                                                         |      |  |      | 
| |    | ii)                                                         | On or before September 18, 2003, US$16,000 in           |      |  |      | 
| |    |                                                             | cash, US$75,000 in exploration expenditures and         |      |  |      | 
| |    |                                                             | warrants to purchase 50,000 shares at $0.25 for two     |      |  |      | 
| |    |                                                             | years.                                                  |      |  |      | 
| |    |                                                             |                                                         |      |  |      | 
| |    | iii)                                                        | On or before September 18, 2004, US$20,000 in           |      |  |      | 
| |    |                                                             | cash, US$75,000 in exploration expenditures and         |      |  |      | 
| |    |                                                             | warrants to purchase 50,000 shares at $0.25 for two     |      |  |      | 
| |    |                                                             | years.                                                  |      |  |      | 
| |    |                                                             |                                                         |      |  |      | 
| |    | iv)                                                         | On or before September 18, 2005, US$24,000 in           |      |  |      | 
| |    |                                                             | cash, US$150,000 in exploration expenditures and        |      |  |      | 
| |    |                                                             | warrants to purchase 75,000 shares at $0.30 for two     |      |  |      | 
| |    |                                                             | years.                                                  |      |  |      | 

F-13

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|4. | MINERAL PROPERTIES (Continued)
|-- | ------------------------------

| |    |                                                                     |                                                      |         | 2004 |   |        | 2003 | 
| | -- | ------------------------------------------------------------------- | ---------------------------------------------------- | ------- | ---- | - | ------ | ---- | 
| |    |                                                                     |                                                      |         |      |   |        |      | 
| | c) | Hercules Project, Imperial Mine Property, and Gilman                |                                                      |         |      |   |        |     
| |    | Property, Nevada (Continued)                                        |                                                      |         |      |   |        |     
| |    |                                                                     |                                                      |         |      |   |        |      | 
| |    | v)                                                                  | On or before September 18, 2006, US$40,000 in        |         |      |   |        |      | 
| |    |                                                                     | cash, US$150,000 in exploration expenditures and     |         |      |   |        |      | 
| |    |                                                                     | warrants to purchase 75,000 shares at $0.35 for two  |         |      |   |        |      | 
| |    |                                                                     | years.                                               |         |      |   |        |      | 
| |    |                                                                     |                                                      |         |      |   |        |      | 
| |    | vi)                                                                 | On or before September 18, 2007, US$60,000 in        |         |      |   |        |      | 
| |    |                                                                     | cash, US$200,000 in exploration expenditures and     |         |      |   |        |      | 
| |    |                                                                     | warrants to purchase 100,000 shares at $0.40 for two |         |      |   |        |      | 
| |    |                                                                     | years.                                               |         |      |   |        |      | 
| |    |                                                                     |                                                      |         |      |   |        |      | 
| |    | In addition, the Company has agreed to pay a finder’s
      fee     |                                                      |         |      |   |        |     
| |    | consisting of warrants to purchase 50,000 shares
      at           |                                                      |         |      |   |        |     
| |    | $0.25, 5% of the cash payments paid by the
      Company,           |                                                      |         |      |   |        |     
| |    | and warrants to purchase 50,000 shares at $0.40
      once a        |                                                      |         |      |   |        |     
| |    | positive feasibility study has been produced for
      any one of   |                                                      |         |      |   |        |     
| |    | the three properties in the agreement.                              |                                                      |         |      |   |        |     
| |    |                                                                     |                                                      |         |      |   |        |      | 
| |    | During the year ended August 31, 2003, the Company                  |                                                      |         |      |   |        |     
| |    | terminated its option in the Gilman Property.                       |                                                      |         |      |   |        |     
| |    |                                                                     |                                                      |         |      |   |        |      | 
| |    | During the year ended August 31, 2004, the Company                  |                                                      |         |      |   |        |     
| |    | entered into a letter of intent to joint venture
      the Hercules |                                                      |         |      |   |        |     
| |    | Project. The Company also sold its option in the
      Imperial     |                                                      |         |      |   |        |     
| |    | Mine Property for net proceeds of US$50,000.                        |                                                      |         |      |   |        |     
| |    |                                                                     |                                                      |         |      |   |        |      | 
| |    | The option in the Hercules Project was written
      off as the     |                                                      |         |      |   |        |     
| |    | Company abandoned its option subsequent to August                   |                                                      |         |      |   |        |     
| |    | 31, 2004.                                                           |                                                      |         |      |   |        |     
| |    |                                                                     |                                                      |         |      |   |        |      | 
| |    | Consideration paid to date                                          | **$**                                                | 85,283  |      | $ | 49,149 |     
| |    | Option payments received                                            |                                                      | (13,778 | )    |   | -      |     
| |    | Write down                                                          |                                                      | (47,133 | )    |   | (9,526 | )   
| |    | Sale of interest                                                    |                                                      | (24,372 | )    |   | -      |     
| |    |                                                                     |                                                      | -       |      |   | 39,623 |     

F-14

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|4. | MINERAL PROPERTIES (Continued)
|-- | ------------------------------

| |    |                                                             |                                                     |  | 2004 |  |  | 2003 | 
| | -- | ----------------------------------------------------------- | --------------------------------------------------- |  | ---- |  |  | ---- | 
| |    |                                                             |                                                     |  |      |  |  |      | 
| | d) | Blackrock Project, Cold Springs Project, Troy Project       |                                                     |  |      |  |  |     
| |    | and Redlich Project, Nevada                                 |                                                     |  |      |  |  |     
| |    |                                                             |                                                     |  |      |  |  |      | 
| |    | The Company has entered into an option agreement
      for  |                                                     |  |      |  |  |     
| |    | the acquisition of a 100% interest in four mineral          |                                                     |  |      |  |  |     
| |    | properties in Nevada. Consideration payable under
      the |                                                     |  |      |  |  |     
| |    | option agreement is as follows:                             |                                                     |  |      |  |  |     
| |    |                                                             |                                                     |  |      |  |  |      | 
| |    | i)                                                          | In connection with the signing of the agreement and |  |      |  |  |      | 
| |    |                                                             | its acceptance by the TSX Venture Exchange,         |  |      |  |  |      | 
| |    |                                                             | US$20,000 in cash and warrants to purchase 100,000  |  |      |  |  |      | 
| |    |                                                             | shares at $0.40 for two years. US$5,000 payable due |  |      |  |  |      | 
| |    |                                                             | upon signing the agreement and the balance payable  |  |      |  |  |      | 
| |    |                                                             | by April 23, 2003.                                  |  |      |  |  |      | 
| |    |                                                             |                                                     |  |      |  |  |      | 
| |    | ii)                                                         | On or before January 23, 2004, US$6,000 in cash,    |  |      |  |  |      | 
| |    |                                                             | US$22,500 in exploration expenditures and warrants  |  |      |  |  |      | 
| |    |                                                             | to purchase 15,000 shares at $0.40 for two years.   |  |      |  |  |      | 
| |    |                                                             |                                                     |  |      |  |  |      | 
| |    | iii)                                                        | On or before January 23, 2005, US$7,500 in cash,    |  |      |  |  |      | 
| |    |                                                             | US$22,500 in exploration expenditures and warrants  |  |      |  |  |      | 
| |    |                                                             | to purchase 15,000 shares at $0.40 for two years.   |  |      |  |  |      | 
| |    |                                                             |                                                     |  |      |  |  |      | 
| |    | iv)                                                         | On or before January 23, 2006, US$9,000 in cash,    |  |      |  |  |      | 
| |    |                                                             | US$45,000 in exploration expenditures and warrants  |  |      |  |  |      | 
| |    |                                                             | to purchase 22,500 shares at $0.45 for two years.   |  |      |  |  |      | 
| |    |                                                             |                                                     |  |      |  |  |      | 
| |    | v)                                                          | On or before January 23, 2007, US$15,000 in cash,   |  |      |  |  |      | 
| |    |                                                             | US$45,000 in exploration expenditures and warrants  |  |      |  |  |      | 
| |    |                                                             | to purchase 22,500 shares at $0.50 for two years.   |  |      |  |  |      | 
| |    |                                                             |                                                     |  |      |  |  |      | 
| |    | vi)                                                         | On or before January 23, 2008, US$22,500 in cash,   |  |      |  |  |      | 
| |    |                                                             | US$60,000 in exploration expenditures and warrants  |  |      |  |  |      | 
| |    |                                                             | to purchase 30,000 shares at $0.55 for two years.   |  |      |  |  |      | 

F-15

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|4. | MINERAL PROPERTIES (Continued)
|-- | ------------------------------

| |    |                                                                    |                                                    |         | 2004   |   |        | 2003   | 
| | -- | ------------------------------------------------------------------ | -------------------------------------------------- | ------- | ------ | - | ------ | ------ | 
| |    |                                                                    |                                                    |         |        |   |        |        | 
| | d) | Blackrock Project, Cold Springs Project, Troy Project              |                                                    |         |        |   |        |       
| |    | and Redlich Project, Nevada (Continued)                            |                                                    |         |        |   |        |       
| |    |                                                                    |                                                    |         |        |   |        |        | 
| |    | During the year ended August 31, 2004, the Company                 |                                                    |         |        |   |        |       
| |    | terminated its options in the Blackrock and Cold
      Springs     |                                                    |         |        |   |        |       
| |    | Projects.                                                          |                                                    |         |        |   |        |       
| |    |                                                                    |                                                    |         |        |   |        |        | 
| |    | During the year ended August 31, 2004, the Company                 |                                                    |         |        |   |        |       
| |    | entered into a letter of intent to joint venture
      the Redlich |                                                    |         |        |   |        |       
| |    | Project.                                                           |                                                    |         |        |   |        |       
| |    |                                                                    |                                                    |         |        |   |        |        | 
| |    | Consideration paid to date                                         | $                                                  | 70,424  |        | $ | 56,597 |       
| |    | Option payments received                                           |                                                    | (15,403 | )      |   | -      |       
| |    | Write down                                                         |                                                    | (39,618 | )      |   | -      |       
| |    |                                                                    |                                                    |         | 15,403 |   |        | 56,597 | 
| |    |                                                                    |                                                    |         |        |   |        |        | 
| | e) | Bald Peak Project, Nevada                                          |                                                    |         |        |   |        |       
| |    |                                                                    |                                                    |         |        |   |        |        | 
| |    | The Company has entered into an option agreement
      for         |                                                    |         |        |   |        |       
| |    | the acquisition of a 100% interest in a mineral
      project in   |                                                    |         |        |   |        |       
| |    | Mineral County, Nevada. Consideration payable under                |                                                    |         |        |   |        |       
| |    | the option agreement is as follows:                                |                                                    |         |        |   |        |       
| |    |                                                                    |                                                    |         |        |   |        |        | 
| |    | i)                                                                 | In connection with signing the agreement, US$7,500 |         |        |   |        |        | 
| |    |                                                                    | in cash, US$2,000 immediately, and US$5,500        |         |        |   |        |        | 
| |    |                                                                    | within 15 days.                                    |         |        |   |        |        | 
| |    |                                                                    |                                                    |         |        |   |        |        | 
| |    | ii)                                                                | Within 45 days of signing, warrants to purchase    |         |        |   |        |        | 
| |    |                                                                    | 25,000 shares at $0.25 for two years.              |         |        |   |        |        | 
| |    |                                                                    |                                                    |         |        |   |        |        | 
| |    | iii)                                                               | On or before the earlier of the drilling permit    |         |        |   |        |        | 
| |    |                                                                    | approval date or November 19, 2005, US$10,000      |         |        |   |        |        | 
| |    |                                                                    | in cash and warrants to purchase 25,000 shares at  |         |        |   |        |        | 
| |    |                                                                    | $0.25 for two years.                               |         |        |   |        |        | 
| |    |                                                                    |                                                    |         |        |   |        |        | 
| |    | iv)                                                                | On or before one year from (iii) above, US$15,000  |         |        |   |        |        | 
| |    |                                                                    | in cash and warrants to purchase 25,000 shares at  |         |        |   |        |        | 
| |    |                                                                    | $0.30 for two years.                               |         |        |   |        |        | 

F-16

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|4. | MINERAL PROPERTIES (Continued)
|-- | ------------------------------

| |    |                                                         |                                                                                                                     |   | 2004   |  |   | 2003 | 
| | -- | ------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | - | ------ |  | - | ---- | 
| |    |                                                         |                                                                                                                     |   |        |  |   |      | 
| | e) | Bald Peak Project, Nevada (Continued)                   |                                                                                                                     |   |        |  |   |     
| |    |                                                         |                                                                                                                     |   |        |  |   |      | 
| |    | v)                                                      | On or before two years from (iii) above,                                                                            |   |        |  |   |      | 
| |    |                                                         | US$25,000 in cash and warrants to purchase                                                                          |   |        |  |   |      | 
| |    |                                                         | 25,000 shares at $0.35 for two years.                                                                               |   |        |  |   |      | 
| |    |                                                         |                                                                                                                     |   |        |  |   |      | 
| |    | vi)                                                     | On or before three years from (iii) above,                                                                          |   |        |  |   |      | 
| |    |                                                         | US$35,000 in cash and warrants to purchase                                                                          |   |        |  |   |      | 
| |    |                                                         | 25,000 shares at $0.40 for two years.                                                                               |   |        |  |   |      | 
| |    |                                                         |                                                                                                                     |   |        |  |   |      | 
| |    | vii)                                                    | On or before four years from (iii) above,                                                                           |   |        |  |   |      | 
| |    |                                                         | US$50,000 in cash and warrants to purchase                                                                          |   |        |  |   |      | 
| |    |                                                         | 50,000 shares at $0.45 for two years.                                                                               |   |        |  |   |      | 
| |    |                                                         |                                                                                                                     |   |        |  |   |      | 
| |    | viii)                                                   | On or before five years from (iii) above,                                                                           |   |        |  |   |      | 
| |    |                                                         | US$35,000 in cash and warrants to purchase                                                                          |   |        |  |   |      | 
| |    |                                                         | 50,000 shares at $0.50 for two years.                                                                               |   |        |  |   |      | 
| |    |                                                         |                                                                                                                     |   |        |  |   |      | 
| |    |                                                         | Consideration paid to date                                                                                          | $ | 24,505 |  | $ | -    | 
| |    |                                                         |                                                                                                                     |   |        |  |   |      | 
| | f) | Red Canyon Property, Nevada                             |                                                                                                                     |   |        |  |   |     
| |    |                                                         |                                                                                                                     |   |        |  |   |      | 
| |    | The Company has entered into a mining lease and         |                                                                                                                     |   |        |  |   |     
| |    | option to purchase agreement for the lease of a mineral |                                                                                                                     |   |        |  |   |     
| |    | property in Nevada. Consideration payable under the     |                                                                                                                     |   |        |  |   |     
| |    | 20 year lease agreement is payable as follows:          |                                                                                                                     |   |        |  |   |     
| |    |                                                         |                                                                                                                     |   |        |  |   |      | 
| |    | i)                                                      | On signing the agreement, US$26,200 in cash and warrants
      to purchase 75,000 shares at CDN$0.37 for two years. |   |        |  |   |      | 
| |    |                                                         |                                                                                                                     |   |        |  |   |      | 
| |    | ii)                                                     | US$25,000 on or before November 18, 2004                                                                            |   |        |  |   |      | 
| |    |                                                         |                                                                                                                     |   |        |  |   |      | 
| |    | iii)                                                    | US$35,000 on or before November 18, 2005.                                                                           |   |        |  |   |      | 
| |    |                                                         |                                                                                                                     |   |        |  |   |      | 
| |    | iv)                                                     | US$40,000 on or before November 18, 2006.                                                                           |   |        |  |   |      | 
| |    |                                                         |                                                                                                                     |   |        |  |   |      | 
| |    | v)                                                      | US$50,000 on or before November 18, 2007 and 2008.                                                                  |   |        |  |   |      | 

F-17

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|4. | MINERAL PROPERTIES (Continued)
|-- | ------------------------------

| |    |                                                                                                                   |                                                                                                                                                                                                                            |        | 2004 |   |   | 2003 | 
| | -- | ----------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------ | ---- | - | - | ---- | 
| | f) | Red Canyon Property, Nevada (Continued)                                                                           |                                                                                                                                                                                                                            |        |      |   |   |     
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    | vi)                                                                                                               | US$75,000 on or before November 18, 2009                                                                                                                                                                                   |        |      |   |   |      | 
| |    |                                                                                                                   | through 2012.                                                                                                                                                                                                              |        |      |   |   |      | 
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    | vii)                                                                                                              | US$100,000 on or before November 18, 2013                                                                                                                                                                                  |        |      |   |   |      | 
| |    |                                                                                                                   | through 2023.                                                                                                                                                                                                              |        |      |   |   |      | 
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    | Consideration paid to date                                                                                        | $                                                                                                                                                                                                                          | 69,371 |      | $ | - |     
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    | g)                                                                                                                | BPV, CONO, Coal Canyon and Red Hill Projects, Nevada                                                                                                                                                                       |        |      |   |   |      | 
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    |                                                                                                                   | The Company has entered into mining leases on four 
      mineral properties in Nevada. Consideration payable 
      under the 20 year lease agreement for each of BPV, 
      CONO and Coal Canyon is payable as follows: |        |      |   |   |      | 
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    | i)                                                                                                                | On signing the agreement, US$6,250 in cash (paid).                                                                                                                                                                         |        |      |   |   |      | 
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    | ii)                                                                                                               | US$6,250 on or before May 27, 2005 and 2006.                                                                                                                                                                               |        |      |   |   |      | 
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    | iii)                                                                                                              | US$10,000 on or before May 27, 2007 and 2008.                                                                                                                                                                              |        |      |   |   |      | 
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    | iv)                                                                                                               | US$12,500 on or before May 27, 2009.                                                                                                                                                                                       |        |      |   |   |      | 
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    | v)                                                                                                                | US$15,000 on or before May 27, 2010.                                                                                                                                                                                       |        |      |   |   |      | 
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    | vi)                                                                                                               | US$30,000 on or before May 27, 2011 and 2012.                                                                                                                                                                              |        |      |   |   |      | 
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    | vii)                                                                                                              | US$40,000 on or before May 27, 2013 and 2014.                                                                                                                                                                              |        |      |   |   |      | 
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    | viii)                                                                                                             | US$50,000 on or before May 27, 2015 through 2024.                                                                                                                                                                          |        |      |   |   |      | 
| |    |                                                                                                                   |                                                                                                                                                                                                                            |        |      |   |   |      | 
| |    | A 2.5% to 5% sliding scale production royalty that
      is subject to buy down provisions to 2% is also payable. |                                                                                                                                                                                                                            |        |      |   |   |     

F-18

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|4. | MINERAL PROPERTIES (Continued)
|-- | ------------------------------

| |    |                                                                   |                                                    |        | 2004 |   |   | 2003 | 
| | -- | ----------------------------------------------------------------- | -------------------------------------------------- | ------ | ---- | - | - | ---- | 
| | g) | BPV, CONO, Coal Canyon and Red Hill Projects,                     |                                                    |        |      |   |   |     
| |    | Nevada (Continued)                                                |                                                    |        |      |   |   |     
| |    |                                                                   |                                                    |        |      |   |   |      | 
| |    | Consideration payable under the 20 year lease                     |                                                    |        |      |   |   |     
| |    | agreement for the Red Hill Project is payable
      as follows:   |                                                    |        |      |   |   |     
| |    |                                                                   |                                                    |        |      |   |   |      | 
| |    | i)                                                                | On signing the agreement, US$6,250 in cash (paid). |        |      |   |   |      | 
| |    |                                                                   |                                                    |        |      |   |   |      | 
| |    | ii)                                                               | US$12,500 on or before May  27,  2005 and 2006.    |        |      |   |   |      | 
| |    |                                                                   |                                                    |        |      |   |   |      | 
| |    | iii)                                                              | US$20,000 on or before May 27,  2007 and 2008.     |        |      |   |   |      | 
| |    |                                                                   |                                                    |        |      |   |   |      | 
| |    | iv)                                                               | US$25,000 on or before May  27,  2009              |        |      |   |   |      | 
| |    |                                                                   |                                                    |        |      |   |   |      | 
| |    | v)                                                                | US$30,000 on or before May  27,  2010              |        |      |   |   |      | 
| |    |                                                                   |                                                    |        |      |   |   |      | 
| |    | vi)                                                               | US$40,000 on or before May  27,  2011 and 2012.    |        |      |   |   |      | 
| |    |                                                                   |                                                    |        |      |   |   |      | 
| |    | vii)                                                              | US$50,000 on or before May  27,  2013 and 2014.    |        |      |   |   |      | 
| |    |                                                                   |                                                    |        |      |   |   |      | 
| |    | viii)                                                             | US$60,000 on or before May  27,  2015 through      |        |      |   |   |      | 
| |    |                                                                   | 2024 .                                             |        |      |   |   |      | 
| |    |                                                                   |                                                    |        |      |   |   |      | 
| |    | A 2.5% to 5% sliding scale production royalty
      that is       |                                                    |        |      |   |   |     
| |    | subject to buy down provisions to 2% is also payable.             |                                                    |        |      |   |   |     
| |    |                                                                   |                                                    |        |      |   |   |      | 
| |    | Consideration paid to date for
      all four leases              | $                                                  | 34,445 |      | $ | - |     
| |    |                                                                   |                                                    |        |      |   |   |      | 
| | h) | Fuse Property, Nevada                                             |                                                    |        |      |   |   |     
| |    |                                                                   |                                                    |        |      |   |   |      | 
| |    | The Company has staked 148 claims in Eureka County,
      Nevada. |                                                    |        |      |   |   |     
| |    |                                                                   |                                                    |        |      |   |   |      | 
| |    | Staking cost                                                      |                                                    | 33,549 |      |   | - |     

F-19

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|4. | MINERAL PROPERTIES (Continued)
|-- | ------------------------------

| |  |    |                                                             |   | 2004    |  |   | 2003    | 
| |  | -- | ----------------------------------------------------------- | - | ------- |  | - | ------- | 
| |  |    |                                                             |   |         |  |   |         | 
| |  | i) | JDW Property, Nevada                                        |   |         |  |   |         | 
| |  |    |                                                             |   |         |  |   |         | 
| |  |    | The Company has staked 62 claims in Eureka County,  Nevada. |   |         |  |   |         | 
| |  |    |                                                             |   |         |  |   |         | 
| |  |    | Staking cost                                                | $ | 13,826  |  | $ | -       | 
| |  |    |                                                             |   |         |  |   |         | 
| |  | j) | Ettu Property, Nevada                                       |   |         |  |   |         | 
| |  |    |                                                             |   |         |  |   |         | 
| |  |    | The Company has staked 28 claims in Kobeh Valley,  Nevada.  |   |         |  |   |         | 
| |  |    |                                                             |   |         |  |   |         | 
| |  |    | Staking cost                                                |   | 6,514   |  |   | -       | 
| |  |    |                                                             |   |         |  |   |         | 
| |  |    |                                                             | $ | 197,613 |  | $ | 311,047 | 

|5. | SHARE CAPITAL
|-- | -------------
|   |              
|   | a)           
|   |              
|   | b)           

| |  |                                                              | NUMBER     |  |   |               |  
| |  | ------------------------------------------------------------ | ---------- |  | - | ------------- | -
| |  |                                                              | OF         |  |   | CONSIDERATION |  
| |  |                                                              | SHARES     |  |   |               |  
| |  |                                                              |            |  |   |               |  
| |  | Balance, August 31, 2002                                     | 5,121,760  |  | $ | 4,140,114     |  
| |  |                                                              |            |  |   |               |  
| |  | Shares issued for cash pursuant to a private
      placement | 3,385,000  |  |   | 750,500       |  
| |  | Shares issued on conversion of special warrants              | 1,472,500  |  |   | 147,250       |  
| |  | Shares issued on exercise of options                         | 40,000     |  |   | 5,600         |  
| |  | Shares issued on exercise of warrants                        | 281,500    |  |   | 34,155        |  
| |  | Less: Share issue costs                                      | -          |  |   | (5,750        | )
| |  |                                                              |            |  |   |               |  
| |  | Balance, August 31, 2003                                     | 10,300,760 |  |   | 5,071,869     |  

F-20

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|5. | SHARE CAPITAL (Continued)
|-- | -------------------------
|   |                          
|   | b)                       

| |  |                                                                    | NUMBER     |  |   |               | 
| |  | ------------------------------------------------------------------ | ---------- |  | - | ------------- | 
| |  |                                                                    | OF         |  |   | CONSIDERATION | 
| |  |                                                                    | SHARES     |  |   |               | 
| |  |                                                                    |            |  |   |               | 
| |  | Balance, August 31, 2003                                           | 10,300,760 |  | $ | 5,071,869     | 
| |  |                                                                    |            |  |   |               | 
| |  | Shares issued for cash pursuant to a private
      placement       | 4,650,000  |  |   | 782,500       | 
| |  | Shares issued on exercise of options                               | 455,000    |  |   | 76,100        | 
| |  | Stock based compensation                                           | -          |  |   | 29,103        | 
| |  | Shares issued on exercise of warrants                              | 6,683,625  |  |   | 1,469,610     | 
| |  | Shares issued for commission pursuant to
      a private placement | 79,875     |  |   | -             | 
| |  |                                                                    |            |  |   |               | 
| |  | Balance, August 31, 2004                                           | 22,169,260 |  | $ | 7,429,182     | 

| | c) | During the year ended August 31, 2004, the Company
        completed a private placement of 1,250,000 units at $0.17 per unit.
        Each unit consists of one common share and one share purchase warrant
        entitling the holder to purchase an additional common share at $0.23
        per share to December 7, 2005.
      During the year ended August 31, 2004, the Company completed
        a private placement of 400,000 units at $0.30 per unit. Each unit
        consists of one common share and one share purchase warrant entitling
        the holder to purchase an additional common share at $0.40 per share
        to December 11, 2005.
      During the year ended August 31, 2004, the Company completed
        a private placement of 3,000,000 units at $0.15 per unit. Each unit
        consists of one common share and one share purchase warrant entitling
        the holder to purchase an additional common share at $0.20 per share
        to November 6, 2005. In addition, the Company issued 79,875 units at a
        fair value of $0.15 per unit as commission relating to the private
        placement.
      During the year ended August 31, 2003, the Company completed
        a private placement of 135,000 units at $0.20 per unit. Each unit
        consists of one common share and one share purchase warrant entitling
        the holder to purchase an additional common share at $0.24 per share
        to November 8, 2004.
      During the year ended August 31, 2003, the Company completed
        a private placement of 300,000 units at $0.20 per unit. Each unit
        consists of one common share and one share purchase warrant entitling
        the holder to purchase an additional common share at $0.26 per share
        to January 20, 2005.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-21

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|5. | SHARE CAPITAL (Continued)
|-- | -------------------------
|   |                          
|   | c)                       
|   |                          
|   | d)                       

|NUMBER    |  | PRICE     |  |             |  |                   
|--------- |  | --------- |  | ----------- |  | ------------------
|OF        |  | PER       |  |             |  | EXPIRY            
|SHARES    |  | SHARE     |  | EXERCISABLE |  | DATE              
|          |  |           |  |             |  |                   
|34,000    |  | $    0.14 |  | 34,000      |  | December 14, 2006 
|120,000   |  | $    0.20 |  | 120,000     |  | September 16, 2007
|546,000   |  | $    0.27 |  | 399,500     |  | June 18, 2008     
|250,000   |  | $    0.23 |  | 125,000     |  | November 7, 2008  
|150,000   |  | $    0.35 |  | 75,000      |  | December 8, 2008  
|1,615,000 |  | $    0.53 |  | 807,500     |  | February 9, 2009  
|25,000    |  | $    0.65 |  | 25,000      |  | July 26, 2007     

| |  | A summary of the changes in stock options for the year ended August 31,
      2004 is presented below:
| |  | ------------------------------------------------------------------------------------------------------

| |  |                          |           |   |   | WEIGHTED |  
| |  | ------------------------ | --------- | - | - | -------- | -
| |  |                          |           |   |   | AVERAGE  |  
| |  |                          |           |   |   | EXERCISE |  
| |  |                          | SHARES    |   |   | PRICE    |  
| |  |                          |           |   |   |          |  
| |  | Balance, August 31, 2003 | 1,305,000 |   | $ | 0.22     |  
| |  |                          |           |   |   |          |  
| |  | Granted                  | 2,090,000 |   |   | 0.48     |  
| |  | Exercised                | (455,000  | ) |   | (0.17    | )
| |  | Cancelled                | (200,000  | ) |   | (0.30    | )
| |  |                          |           |   |   |          |  
| |  | Balance, August 31, 2004 | 2,740,000 |   | $ | 0.42     |  

F-22

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|5. | SHARE CAPITAL (Continued)
|-- | -------------------------
|   |                          
|   | e)                       

|NUMBER    |  | PRICE  |  |                   
|--------- |  | ------ |  | ------------------
|OF        |  | PER    |  | EXPIRY            
|SHARES    |  | SHARE  |  | DATE              
|          |  |        |  |                   
|10,000    |  | $0.25  |  | October 16, 2004  
|85,000    |  | $0.24  |  | November 8, 2004  
|200,000   |  | $0.26  |  | January 20, 2005  
|510,000   |  | $0.28  |  | February 18, 2005 
|100,000   |  | $0.40  |  | March 13, 2005    
|1,687,500 |  | $0.30  |  | April 8, 2005     
|50,000    |  | $0.25  |  | September 18, 2005
|1,904,250 |  | $0.20  |  | November 7, 2005  
|1,075,000 |  | $0.23  |  | December 7, 2005  
|400,000   |  | $0.40  |  | December 11, 2005 
|25,000    |  | $0.25  |  | January 9, 2006   
|15,000    |  | $0.40  |  | January 23, 2006  
|75,000    |  | $ 0.37 |  | February 6, 2006  

|6. | RELATED PARTY TRANSACTIONS
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   | d)                        
|   |                           
|   | e)                        

F-23

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|7. | INCOME TAXES
      At August 31, 2004, for Canadian income tax purposes,
        the Company has approximately $16,000 of undeducted expenditures for
        tax purposes expiring through August 2007 relating primarily to share
        issue costs, cumulative Canadian exploration and development expenses
        of approximately $574,000, which can be carried forward indefinitely,
        and approximately $2,364,000 of non-capital losses available for income
        tax purposes to reduce taxable income of future years that expire as follows:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2005 | $ | 341,000  
|---- | - | ---------
|2006 |   | 206,000  
|2007 |   | 134,000  
|2008 |   | 168,000  
|2009 |   | 279,000  
|2010 |   | 431,000  
|2011 |   | 805,000  
|     |   |          
|     | $ | 2,364,000

| | At August 31, 2004, the Company also has non-capital
        loss carryforwards of approximately $971,000 which can be applied
        to reduce income earned in the United States which expire as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2009 | $ | 2,000  
|---- | - | -------
|2011 |   | 107,000
|2017 |   | 212,000
|2018 |   | 186,000
|2020 |   | 39,000 
|2023 |   | 35,000 
|2024 |   | 390,000
|     |   |        
|     | $ | 971,000

| | The ability of the Company to use the losses that
        expire prior to 2023 may be impacted by the application of provisions
        contained in the Internal Revenue Code of the United States.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-24

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|7. | INCOME TAXES (Continued)
      Future income taxes reflect the net tax effects of the
        temporary differences between the carrying amounts of assets and liabilities
        for financial reporting purposes and the amounts used for income tax purposes.
        Significant components of the Company’s future tax assets as of
        August 31 are as follows:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                |   | 2004       |   |   | 2003       |  
| | ------------------------------ | - | ---------- | - | - | ---------- | -
| |                                |   |            |   |   |            |  
| | Non-capital loss carryforwards | $ | 1,200,000  |   | $ | 971,000    |  
| | Share issue costs              |   | 5,000      |   |   | 9,000      |  
| | Resource deductions            |   | 206,000    |   |   | 203,000    |  
| | Total future assets            |   | 1,411,000  |   |   | 1,183,000  |  
| | Valuation allowance            |   | (1,411,000 | ) |   | (1,183,000 | )
| |                                |   |            |   |   |            |  
| | Net future assets              | $ | -          |   | $ | -          |  

| | A reconciliation of the Company’s effective income tax rate to the
      federal statutory rate follows:
| | --------------------------------------------------------------------------------------------------------

| |                                                          |   | 2004     |   |   | 2003     |  
| | -------------------------------------------------------- | - | -------- | - | - | -------- | -
| |                                                          |   |          |   |   |          |  
| | Tax at statutory rate                                    | $ | (738,000 | ) | $ | (194,000 | )
| | Amortization of share issue costs for tax and accounting |   | (3,000   | ) |   | (3,000   | )
| | Other non deductible items                               |   | 21,000   |   |   | -        |  
| | Effect on change in tax rate                             |   | 50,000   |   |   | 40,000   |  
| | Foreign earnings subject to different tax
      rates    |   | 4,000    |   |   | 100      |  
| | Stock based compensation                                 |   | 289,000  |   |   | 21,000   |  
| | Expiration of tax losses                                 |   | 149,000  |   |   | 132,000  |  
| | Change in valuation allowance                            |   | 228,000  |   |   | 3,900    |  
| |                                                          |   |          |   |   |          |  
| |                                                          | $ | -        |   | $ | -        |  

|8. | SUBSEQUENT EVENTS
|-- | -----------------
|   |                  
|   | a)               

F-25

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|8. | SUBSEQUENT EVENTS(Continued)
|-- | ----------------------------
|   |                             
|   | b)                          
|   |                             
|   | c)                          

| |  | i)    | On or before November 23, 2005                              | $ | 30,000 
| |  | ----- | ----------------------------------------------------------- | - | -------
| |  | ii)   | On or before November 23, 2006                              | $ | 30,000 
| |  | iii)  | On or before November 23, 2007                              | $ | 40,000 
| |  | iv)   | On or before November 23, 2008                              | $ | 40,000 
| |  | v)    | On or before November 23, 2009                              | $ | 50,000 
| |  | vi)   | On or before November 23, 2010                              | $ | 50,000 
| |  | vii)  | On or before November 23, 2011                              | $ | 70,000 
| |  | viii) | On or before November 23, 2012                              | $ | 80,000 
| |  | ix)   | On or before November 23, 2013                              | $ | 100,000
| |  | x)    | And on or before each subsequent anniversary of November 23 | $ | 100,000

| |    | The property is subject to a net smelter royalty
        of 3.5% .                                                                                                              
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                 
| | d) | Subsequent to August 31, 2004, 1,007,750 warrants
        were exercised for proceeds totaling $294,925, and 14,000 options
        were exercised for proceeds totaling $1,960.

F-26

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|9. | 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”), which differ in certain respects 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”). The major differences between Canadian
        and US GAAP, which affect the Company’s financial statements, are
        described below, and their effect on the financial statements is summarized
        as follows:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                     |   | 2004       |   |   | 2003      |   |   | 2002      |  
| | --------------------------------------------------- | - | ---------- | - | - | --------- | - | - | --------- | -
| |                                                     |   |            |   |   |           |   |   |           |  
| | Loss in accordance with Canadian GAAP               | $ | (2,048,055 | ) | $ | (512,726  | ) | $ | (278,800  | )
| |                                                     |   |            |   |   |           |   |   |           |  
| | Deduct:                                             |   |            |   |   |           |   |   |           |  
| | Mineral property costs incurred
      in the        |   |            |   |   |           |   |   |           |  
| | year and capitalized                                |   | (195,989   | ) |   | (176,945  | ) |   | (126,719  | )
| | Deferred exploration expenditures                   |   | (235,901   | ) |   | (196,716  | ) |   | (10,716   | )
| |                                                     |   |            |   |   |           |   |   |           |  
| | Add:                                                |   |            |   |   |           |   |   |           |  
| | Mineral property
      option payments              |   |            |   |   |           |   |   |           |  
| | received                                            |   | 214,061    |   |   | -         |   |   | -         |  
| | Mineral
      property costs written off in the     |   |            |   |   |           |   |   |           |  
| | period that would have been                         |   |            |   |   |           |   |   |           |  
| | expensed in a prior period                          |   | 514,297    |   |   | 34,839    |   |   | -         |  
| |                                                     |   |            |   |   |           |   |   |           |  
| | Loss in accordance with US GAAP                     | $ | (1,751,587 | ) | $ | (851,548  | ) | $ | (416,235  | )
| |                                                     |   |            |   |   |           |   |   |           |  
| |                                                     |   | 2004       |   |   | 2003      |   |   | 2002      |  
| |                                                     |   |            |   |   |           |   |   |           |  
| | Loss per share (US GAAP)                            | $ | (0.10      | ) | $ | (0.11     | ) | $ | (0.18     | )
| |                                                     |   |            |   |   |           |   |   |           |  
| | Weighted average shares outstanding (US
      GAAP) |   | 18,082,282 |   |   | 7,868,244 |   |   | 2,257,436 |  

F-27

---

MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|9. | MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED
        STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)
      Statement of Cash Flows in Accordance with US GAAP
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                              |   | 2004       |   |   | 2003     |   |   | 2002     |  
| | -------------------------------------------- | - | ---------- | - | - | -------- | - | - | -------- | -
| |                                              |   |            |   |   |          |   |   |          |  
| | Cash flows from operating activities         |   |            |   |   |          |   |   |          |  
| | Loss in accordance with
      US GAAP        | $ | (1,751,587 | ) | $ | (851,548 | ) | $ | (416,235 | )
| |                                              |   |            |   |   |          |   |   |          |  
| | Adjustments to reconcile loss to net cash    |   |            |   |   |          |   |   |          |  
| | used by
      operating activities           |   |            |   |   |          |   |   |          |  
| | Amortization                                 |   | 11,238     |   |   | 1,779    |   |   | -        |  
| | Shares and warrants issued for other         |   |            |   |   |          |   |   |          |  
| | than cash                                    |   | 70,020     |   |   | 42,819   |   |   | 66,000   |  
| | Stock based compensation                     |   | 801,439    |   |   | 54,148   |   |   | -        |  
| | Acquisition of investments for non cash      |   |            |   |   |          |   |   |          |  
| | proceeds                                     |   | (88,000    | ) |   | -        |   |   | -        |  
| |                                              |   |            |   |   |          |   |   |          |  
| | Change in non-cash working capital           |   |            |   |   |          |   |   |          |  
| | items:                                       |   |            |   |   |          |   |   |          |  
| | Accounts receivable                          |   | (1,560     | ) |   | 4,694    |   |   | (6,395   | )
| | Prepaid
      expenses                       |   | (9,766     | ) |   | (16,052  | ) |   | (2,189   | )
| | Accounts payable                             |   | 22,404     |   |   | 14,661   |   |   | (6,153   | )
| |                                              |   | (945,812   | ) |   | (749,499 | ) |   | (364,972 | )
| |                                              |   |            |   |   |          |   |   |          |  
| | Cash flows from investing activities         |   |            |   |   |          |   |   |          |  
| | Capital
      assets                         |   | (61,030    | ) |   | (11,861  | ) |   | -        |  
| |                                              |   |            |   |   |          |   |   |          |  
| | Cash flows from financing activities         |   |            |   |   |          |   |   |          |  
| | Issue of share capital                       |   | 2,328,210  |   |   | 790,255  |   |   | 500,000  |  
| | Share
      issue costs                      |   | -          |   |   | (5,750   | ) |   | (16,400  | )
| | Special warrant subscriptions
      received |   | -          |   |   | -        |   |   | 200,000  |  
| | Loan payable                                 |   | -          |   |   | -        |   |   | (70,000  | )
| |                                              |   | 2,328,210  |   |   | 784,505  |   |   | 613,600  |  
| |                                              |   |            |   |   |          |   |   |          |  
| | Increase (Decrease) in cash                  | $ | 1,321,368  |   | $ | 23,145   |   | $ | 248,628  |  

F-28

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MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|9. | MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED
        STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)
|-- | ---------------------------------------------------------------------------------------------------------------------------



| |                                                                          |   | 2004      |   |   | 2003      |   |   | 2002     |  
| | ------------------------------------------------------------------------ | - | --------- | - | - | --------- | - | - | -------- | -
| |                                                                          |   |           |   |   |           |   |   |          |  
| | Shareholders’ equity (deficiency) –                                      |   |           |   |   |           |   |   |          |  
| | Canadian
      GAAP                                                      | $ | 2,154,147 |   | $ | 1,002,533 |   | $ | 633,787  |  
| | Mineral properties and deferred exploration                              |   |           |   |   |           |   |   |          |  
| | expenditures
      (i)                                                   |   | (396,079  | ) |   | (692,547  | ) |   | (353,725 | )
| | Unrealized gains on available for sale                                   |   |           |   |   |           |   |   |          |  
| | securities
      (ii)                                                    |   | 627,000   |   |   | -         |   |   | -        |  
| |                                                                          |   |           |   |   |           |   |   |          |  
| | Shareholders’ equity (deficiency)
      – US GAAP                        | $ | 2,385,068 |   | $ | 309,986   |   | $ | 280,062  |  
| |                                                                          |   |           |   |   |           |   |   |          |  
| |                                                                          |   |           |   |   | 2004      |   |   | 2003     |  
| |                                                                          |   |           |   |   |           |   |   |          |  
| | Mineral properties and deferred exploration expenditures –               |   |           |   |   |           |   |   |          |  
| | Canadian
      GAAP                                                      |   |           |   | $ | 396,079   |   | $ | 692,547  |  
| | Mineral properties and deferred exploration expenditures                 |   |           |   |   |           |   |   |          |  
| | expensed
      per US GAAP                                               |   |           |   |   | (396,079  | ) |   | (692,547 | )
| |                                                                          |   |           |   |   |           |   |   |          |  
| | Mineral properties and deferred exploration
      expenditures – US GAAP |   |           |   | $ | -         |   | $ | -        |  

| | i)  | Under Canadian GAAP, companies have the option to defer
        mineral exploration expenditures on prospective properties until such
        time as it is determined that further work is not warranted, at which
        point property costs would be written off. Under US GAAP, all exploration
        expenditures are expensed until an independent feasibility study has determined
        that the property is capable of commercial production. At this stage,
        the Company has not yet identified economically recoverable reserves on
        any of its properties. Accordingly, under US GAAP, all exploration costs
        incurred are expensed.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ii) | The Company has no held-to-maturity debt securities
        or trading securities. The Company’s investments are classified
        as available-for-sale investments and carried at cost for Canadian GAAP
        purposes. US GAAP purposes, must have holding gains and losses reported
        as a separate component of shareholders equity until realized.                                                                                                                                                                                                                                                                                                         

F-29

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MIRANDA GOLD CORP.(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

|9. | MATERIAL DIFFERENCES
        BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
        (GAAP) (Continued)
|-- | -----------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                    
|   | iii)                                                                                                                               

| |  | August 31, 2004                    |   |            |  
| |  | ---------------------------------- | - | ---------- | -
| |  | Loss for the year – 
      US GAAP | $ | (1,751,587 | )
| |  | Loss per
      share               |   | (0.10      | )
| |  |                                    |   |            |  
| |  | August 31, 2003                    |   |            |  
| |  | Loss for the year – 
      US GAAP |   | (1,000,638 | )
| |  | Loss per
      share               |   | (0.13      | )
| |  |                                    |   |            |  
| |  | August 31, 2002                    |   |            |  
| |  | Loss for the year – 
      US GAAP |   | (480,776   | )
| |  | Loss per
      share               |   | (0.21      | )

F-30

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