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





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended August
31, 2017



OR

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



OR

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





Commission File Number 000-27760



MIRANDA GOLD CORP.

(Exact name of Registrant as specified in its
charter)



BRITISH COLUMBIA, CANADA

(Jurisdiction of Incorporation or organization)

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

(Address of Principal Executive Offices)

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

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

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











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

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



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

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

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

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







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

105,005,077
common shares

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



YES   [_]
  [X]

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





YES   [_]
  [X]



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



YES   [X]
  [_]

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

N/A	YES   [_]
  [_]

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

Large
accelerated filer[_]Accelerated filer[_]Non-accelerated filer [X]

[_]  Emerging growth company

If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act. [_]



[_] The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting
Standards Board to its Accounting Standards Codification after April 5, 2012.



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

U.S.
GAAP[_]International Financial Reporting Standards as
issued	Other [_]

| |  | By the International Accounting Standards
Board [X]
| |  | ---------------------------------------------------






2 | Page




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

Item
17[_]Item
18[_]

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

Yes [_]	   No     [X]



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

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

N/A	Yes
[_]	   No     [_]






3 | Page


Table
of Contents



|Glossary of terms AND ABBREVIATIONS                                        | 3 
|-------------------------------------------------------------------------- | --
|NOTE ON FORWARD LOOKING INFORMATION                                        | 10
|CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES | 11
|ITEM 1   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS             | 13
|ITEM 2   OFFER STATISTICS AND EXPECTED TIMETABLE                           | 13
|ITEM 3   KEY INFORMATION                                                   | 13
|A.    Selected Financial Data                                              | 13
|B.    Capitalization and Indebtedness                                      | 14
|C.    Reasons for the Offer and Use of Proceeds                            | 14
|D.    Risk Factors                                                         | 14
|ITEM 4   INFORMATION ON MIRANDA                                            | 21
|A.    History and Development of Miranda                                   | 21
|B.    Business Overview                                                    | 24
|C.    Organizational Structure                                             | 25
|D.    Property                                                             | 26
|ITEM 4A   UNRESOLVED STAFF COMMENTS                                        | 46
|ITEM 5   - OPERATING AND FINANCIAL REVIEW AND PROSPECTS                    | 46
|A.    Operating Results                                                    | 46
|B.    Liquidity and Capital Resources                                      | 48
|C.    Research and Development, Patents and Licenses                       | 49
|D.    Trend Information                                                    | 49
|E.    Off-Balance Sheet Arrangements                                       | 49
|F.    Tabular Disclosure of Contractual Obligations                        | 50
|G.   Safe Harbor                                                           | 50
|ITEM 6   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                        | 51
|A.    Directors and Senior Management                                      | 51
|B.     Compensation                                                        | 52
|C.    Board Practices                                                      | 54
|D.    Employees                                                            | 57
|E.    Share Ownership                                                      | 57
|ITEM 7   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                 | 59
|A.    Major Shareholders                                                   | 59
|B.    Related Party Transactions                                           | 60
|C.    Interests of Experts and Counsel                                     | 60
|ITEM 8   FINANCIAL INFORMATION                                             | 61
|A.   Consolidated Statements and Other Financial Information               | 61
|B.   Significant Changes                                                   | 61
|ITEM 9   THE OFFER AND LISTING                                             | 61
|A.   Offer and Listing Details                                             | 61
|B.   Plan of Distribution                                                  | 62
|C.   Markets                                                               | 63
|D.    Dilution                                                             | 63
|E.    Expenses of the Issue                                                | 63
|ITEM 10   ADDITIONAL INFORMATION                                           | 63
|A.    Share Capital                                                        | 63




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|B.    Memorandum and Articles of Association                                      | 63
|--------------------------------------------------------------------------------- | --
|C.    Material Contracts                                                          | 63
|D.    Exchange Controls                                                           | 63
|E.    Taxation                                                                    | 64
|F.    Dividends and Paying Agents                                                 | 70
|G.    Statement by Experts                                                        | 70
|H.    Documents on Display                                                        | 70
|I.    Subsidiary Information                                                      | 71
|ITEM 11   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK              | 71
|ITEM 12   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                  | 71
|ITEM 13   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                         | 71
|ITEM 14   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS                | 71
|ITEM 15   CONTROLS AND PROCEDURES                                                 | 71
|ITEM 15T   CONTROLS AND PROCEDURES                                                | 72
|ITEM 16   [RESERVED]                                                              | 72
|ITEM 16A   AUDIT COMMITTEE FINANCIAL EXPERT                                       | 72
|ITEM 16B   CODE OF ETHICS                                                         | 72
|ITEM 16C   PRINCIPAL ACCOUNTANT FEES AND SERVICES                                 | 73
|ITEM 16D   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES             | 74
|ITEM 16E   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 74
|ITEM 16F   CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT                           | 74
|ITEM 16G   CORPORATE GOVERNANCE                                                   | 74
|ITEM 16H   MINE SAFETY DISCLOSURE                                                 | 74
|ITEM 17    FINANCIAL STATEMENTS                                                   | 75
|ITEM 18    FINANCIAL STATEMENTS                                                   | 75
|ITEM 19   EXHIBITS                                                                | 76






2 | Page




Glossary
of terms AND ABBREVIATIONS

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






3 | Page




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






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






5 | Page




|Magneto Telluric survey (“MT”) | A survey designed to test the basement depths, and prominent faults, the results of which guide drilling targets in pediment areas.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|MAD I                          | Miranda Gold Colombia I Ltd. is the Company’s B.C. holding company that holds the Company’s share interests in MAD II, MAD III, MAD IV, and MAD V.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|MAD II                         | Miranda Gold Colombia II Ltd. is a B.C. company with a Colombian branch that is the Company’s exploration arm in Colombia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|MAD III                        | Miranda Gold Colombia III Ltd. is a B.C. company, whose former branch was the optionee of the Company’s Pavo Real project in Colombia, until it was terminated.  Previously, Red Eagle changed the name of MAD III to Rovira Mining Limited.  However, the name was changed back to Miranda Gold Colombia III Ltd. in 2017.                                                                                                                                                                                                                                                                                                                                                                                      
|MAD III SAS                    | Miranda Gold Colombia III S.A.S. is a Colombian “simplified stock corporation”, which was formed in July 2017.  MAD III SAS is a subsidiary of MAD III.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|MAD IV                         | Miranda Gold Colombia IV Ltd. is a B.C. company, formerly with a Colombian branch, that was the lessee of the Company’s Cajamarca project in Colombia, prior to its termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|MAD V                          | Miranda Gold Colombia V Ltd. is a B.C. company organized to hold a mineral property lease on the Cerro Oro project in Colombia, indirectly through a Colombian company called Riosucio Mineria S.A.S.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Mallama SAS                    | Minera Mallama SAS is a Colombian “simplified stock corporation”, which was purchased by Miranda on August 31, 2017, and is held by MAD III SAS.   Mallama SAS holds the title to the Mallama project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Measured Mineral Resource      | The term “measured mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
|Mercury soil gas anomalies     | Many gold deposits produce associated mercury gas.  Mercury gas anomalies refer to mercury gas measurements of interest to gold exploration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Mineral Reserve                | The term “mineral reserve” refers to the economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. The study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that might occur when the material is mined.                                                                                                                                                                                                     






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|Mineral Resource           | The term “mineral resource” refers to a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.                                                                                                                                                   
|-------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Mineralization             | A mineralized body or mineralization as defined by the Securities and Exchange Commission has been intersected by sufficient closely spaced drill holes and/or sampling to support the definition of sufficient tonnage and average grade of metal(s) to warrant further exploration-development work. This mineralized body does not qualify as a commercially mineable ore body, as prescribed under Securities and Exchange Commission standards, until a final and comprehensive economic, technical and legal feasibility study based upon the test results is concluded and supports Proven/Probable Reserves.
|Mineralized deposit        | A mineralized body which has been delineated by drilling and/or underground sampling to support the definition of tonnage and average grade of metal(s).  Under SEC standards, such a deposit does not qualify as a reserve until comprehensive evaluation, based on unit cost, grade, recoveries and other factors, concludes economic feasibility.                                                                                                                                                                                                                                                                
|Montezuma                  | Montezuma Mines Inc. is a mineral exploration company.  The Company formerly had an option agreement with Montezuma on the Red Canyon property, prior to its termination.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Navaho                     | Navaho Gold PTY Ltd. is a subsidiary of D’Aguilar Gold Limited an Australian listed mineral company.  The Company had an option agreement with Navaho on the TAZ property.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Net Smelter Return (“NSR”) | A return based on the actual sale price received less the cost of refining at an off-site refinery.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Nevada North               | Nevada North Resources (USA) Inc. is a private company that was the lessor of the Coal Canyon and Red Hills properties, when the Company held them.  Nevada North also now holds the Mustang property.                                                                                                                                                                                                                                                                                                                                                                                                              
|Newmont                    | Newmont USA Limited, a subsidiary of Newmont Mining Corporation was a former partner on Miranda’s Red Canyon property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|NI 43-101                  | National Instrument 43-101 defines and regulates public disclosure in Canada for mineral projects and it relies on resource and reserve classification as defined by CIM.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|NuLegacy                   | NuLegacy Gold Corporation a mineral exploration company listed on the TSX.V.  The Company had an option agreement with NuLegacy on the Red Hill and Coal Canyon properties.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|oz Au/t                    | Troy ounces of gold per short (also known as imperial) ton.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Option agreement           | An agreement with a company or another party who can exercise certain options and increase their interest in a property by making periodic payments to the optionor by exploring, developing, or producing from the optionor’s property.                                                                                                                                                                                                                                                                                                                                                                            
|Ounce (troy)               | 31.103 grams                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Ore                        | Naturally occurring material from which minerals or metals of economic value can be extracted at a profit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Oxide                      | Means mineralized rock in which some of the original minerals have been oxidized (i.e., combined with oxygen). Oxidation is an important geologic process for the precious metals industry as it tends to make the ore more porous and permits a more complete permeation of cyanide solutions so that minute particles of gold in the interior of the minerals will be more readily dissolved.                                                                                                                                                                                                                     






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|Ppb                             | Parts per billion.                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Ppm                             | Parts per million.  One (1) ppm equals one (1) gram per metric tonne.                                                                                                                                                                                                                                                                                                                             
|Pathfinder                      | Trace elements, generally including arsenic, antimony, mercury, and thallium, associated with gold that may have a wider dispersion than gold and thus indirectly provide a vector (or a path) to gold ore.                                                                                                                                                                                       
|Pediment                        | Gently inclined planate erosion surfaces carved in bedrock and generally veneered with fluvial gravels.  They occur between mountain fronts and valleys or basin bottoms and commonly form extensive bedrock surfaces over which the erosion products from the retreating mountain fronts are transported to the basins.                                                                          
|Prism                           | Prism Resources Inc. is a junior exploration corporation listed on the TSX Venture Exchange (formerly on the NEX Board of the TSX-V).  Its focus was on earning an interest in the Cerro Oro Project, prior to the termination of that agreement.                                                                                                                                                 
|Qualified Person                | The term “qualified person” refers to an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization.
|Ramelius                        | Ramelius Resources Ltd. a company listed on the ASX.  The Company had an option agreement with Ramelius on the Angel Wing property and also had an option agreement on the Big Blue property until it was terminated in fiscal 2012.                                                                                                                                                              
|Range                           | Range Minerals Inc. is a private Alaskan corporation and was the lessor of the Ester Dome project.                                                                                                                                                                                                                                                                                                
|RCC                             | Red Canyon Corporation, the lessor of the Red Canyon project.                                                                                                                                                                                                                                                                                                                                     
|RCP and RCP LLC                 | Red Canyon Project, formed as a Nevada limited liability company.                                                                                                                                                                                                                                                                                                                                 
|Red Eagle                       | Red Eagle Mining Corporation is a mineral exploration company listed on the TSX.V.  Red Eagle was the Company’s partner in MAD III (Rovira) and MAD IV.                                                                                                                                                                                                                                           
|Resistivity survey              | A geophysical technique which measures the electrical resistivity between a set of spaced electrodes to generate a profile of subsurface geology.                                                                                                                                                                                                                                                 
|Reverse-circulation or RC drill | A rotary percussion drill in which the drilling mud and cuttings return to the surface through the interior of the drill pipe.                                                                                                                                                                                                                                                                    
|Riosucio SAS                    | Riosucio Mineria S.A.S., is a Colombian corporation, held in trust by MAD V, and which also holds the Cerro Oro project.                                                                                                                                                                                                                                                                          
|Royalty interest                | Generally, a percentage interest that is tied to some production unit such as a tonne of concentrate or ounces of gold produced.  A common form of royalty interest is based on the net smelter return.                                                                                                                                                                                           
|SA                              | Shareholder’s Agreement - an agreement that defines the funding and management of a private company.  The Company had entered into SA’s with Red Eagle on MAD III (“Pavo Real”) and MAD IV (“Cajamarca”).  The Company is party to an SA with Prism on MAD V (“Cerro Oro”).                                                                                                                       






8 | Page




|Sample             | A small amount of material that is supposed to be typical or representative of the object being sampled.                                                                                                                                                                                                                                                                              
|------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Sedimentary        | A rock formed from cemented or compacted sediments.                                                                                                                                                                                                                                                                                                                                   
|Sediments          | The debris resulting from the weathering and breakup of pre-existing rocks.                                                                                                                                                                                                                                                                                                           
|Sedimentary rock   | Rock formed by the process of erosion and deposition.                                                                                                                                                                                                                                                                                                                                 
|Shale              | A sedimentary rock consisting of silt or clay-sized particles cemented together.                                                                                                                                                                                                                                                                                                      
|Silicification     | Alteration process involving the introduction of or replacement by, silica, generally resulting in the formation of fine–grained quartz, chalcedony, or opal, which may fill pores and replace existing minerals.                                                                                                                                                                     
|SPA                | Share Purchase Agreement - an agreement that defines the terms of purchase of shares of a private company.  The Company had entered into SPA’s with Red Eagle on MAD III (“Pavo Real”) and MAD IV (“Cajamarca”).  The Company also had an SPA with Prism on MAD V (“Cerro Oro”).                                                                                                      
|Stockwork          | A large number of cross-cutting veins and veinlets.                                                                                                                                                                                                                                                                                                                                   
|Strike             | When used as a noun, means the direction, course or bearing of a vein or rock formation measured on a level surface and, when used as a verb, means to take such direction, course or bearing.                                                                                                                                                                                        
|Strike length      | Means the longest horizontal dimension of a geologic feature such as an orebody or zone of mineralization.                                                                                                                                                                                                                                                                            
|Sulphide (Sulfide) | A compound of sulphur (sulfur) and some other metallic element.                                                                                                                                                                                                                                                                                                                       
|Tertiary           | The first period of the Cenozoic, after the Cretaceous and before the Quatenary, beginning about 63 million years ago.                                                                                                                                                                                                                                                                
|Teslin River       | Teslin River Resources Corp. (formerly Queensgate Resources Corporation) – a former partner on the BPV, CONO and Coal Canyon properties. Queensgate merged with Teslin River Resources Corp. and now trades on the TSX.V. The Company owned 300,000 shares of Teslin as of August 31, 2012, until returning them to Teslin in November 2012, as part of the Mustang property purchase.
|TSX.V              | The TSX Venture Exchange                                                                                                                                                                                                                                                                                                                                                              
|Ton                | Short (also known as imperial) ton (2,000 pounds)                                                                                                                                                                                                                                                                                                                                     
|Tonne              | Metric tonne (approximately 2,204.6 pounds)                                                                                                                                                                                                                                                                                                                                           
|Tuff               | Consolidated or cemented volcanic ash. Sometimes used as a general term for all consolidated pyroclastic rocks.                                                                                                                                                                                                                                                                       
|Vein               | Generally, a fissure in the earth containing a body of minerals.                                                                                                                                                                                                                                                                                                                      
|Volcaniclastic     | Refers to fragments derived from volcanic sources (which may be transported some distance from their place of origin).                                                                                                                                                                                                                                                                
|White Bear         | White Bear Resources Ltd. and the Company had option agreements on the Iron Point and Angel Wing properties.  The Company also owned 200,000 shares of White Bear, until they were sold in fiscal 2014.                                                                                                                                                                               






9 | Page






NOTE ON
FORWARD LOOKING INFORMATION

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

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



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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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








10 | Page




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



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

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



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

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






11 | Page




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



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






12 | Page




PART I

ITEM 1	IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

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

ITEM 2	OFFER
STATISTICS AND EXPECTED TIMETABLE

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

ITEM 3	KEY
INFORMATION

A.	Selected Financial Data

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

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

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

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

For the Years Ended August 31

|                                                      | 2017        | 2016       | 2015       | 2014      
|----------------------------------------------------- | ----------- | ---------- | ---------- | ----------
|                                                      | $           | $          | $          | $         
|Operating Revenue                                     | Nil         | Nil        | Nil        | Nil       
|Loss for the year                                     | 2,645,779   | 1,476,152  | 1,867,176  | 2,752,090 
|Loss per share:
        basic and diluted             | (0.03)      | (0.02)     | (0.03)     | (0.04)    
|Total assets                                          | 2,453,620   | 4,661,899  | 3,629,541  | 5,274,980 
|Total liabilities                                     | 268,033     | 122,155    | 300,739    | 208,012   
|Working capital                                       | 1,242,184   | 4,122,642  | 2,848,742  | 4,561,243 
|Net assets                                            | 2,185,587   | 4,539,744  | 3,328,802  | 5,066,968 
|Capital stock/share capital                           | 31,280,144  | 31,148,478 | 29,676,003 | 29,667,503
|Dividends per share                                   | Nil         | Nil        | Nil        | Nil       
|Weighted average number
        of shares outstanding | 103,674,511 | 79,733,963 | 74,165,457 | 74,061,896






13 | Page




The following
table sets out the average noon rates of exchange for the Canadian dollar for the years ended August 31, 2013 through to August
31, 2017.

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

|                                   | Average  
|---------------------------------- | ---------
|                                   | Noon rate
|For the Year Ended August 31, 2017 | 1.3204   
|For the Year Ended August 31, 2016 | 1.3265   
|For the Year Ended August 31, 2015 | 1.210    
|For the Year Ended August 31, 2014 | 1.078    
|For the Year Ended August 31, 2013 | 1.011    



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

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

|     | June
        2017 | July
        2017 | August
        2017 | September 2017 | October
        2017 | November 2017
|---- | ----------------- | ----------------- | ------------------- | -------------- | -------------------- | -------------
|High | 1.3504            | 1.2982            | 1.2755              | 1.2480         | 1.2893               | 1.2888       
|Low  | 1.2977            | 1.2447            | 1.2482              | 1.2128         | 1.2472               | 1.2683       



The value of
the noon U.S. Dollar in relation to the Canadian Dollar was $1.2888 as of November 30, 2017.

B.	Capitalization and Indebtedness

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

C.	Reasons for the Offer and
Use of Proceeds

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

D.	Risk Factors

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




14 | Page




Exploration Funding partner and Option
to Joint Venture Risks

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

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

Enactment of Government Legislation
May Significantly Affect the Mining Industry

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



Possible country risk doing
business in Colombia

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

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






15 | Page






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



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



Estimates of mineral resources and
recovery rates may not be accurate

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



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

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



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



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



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



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



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






16 | Page






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

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



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



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



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



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



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



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



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



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



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

Financial Risk

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




17 | Page




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

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

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

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

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

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

Dependence on Key Personnel

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



Reliance
on Independent Contractors

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



Competition

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

Compliance with Government Regulations

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




18 | Page




Risks Associated with Mining

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

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

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

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

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

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

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






19 | Page




RISKS RELATED TO MIRANDA’S SECURITIES
AND THIS OFFERING





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

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

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

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

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

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

The market price of Miranda’s
common shares has ranged from a high of $0.11 and a low of $0.05 during the twelve-month period ended November 30, 2017. See “Market
for Common Equity and Related Shareholder Matters”.

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

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

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






20 | Page




Substantial Number of Authorized
but Unissued Shares

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

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

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



ITEM 4	INFORMATION
ON MIRANDA

A.	History and Development of
Miranda

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

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

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

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

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




21 | Page




Principal capital expenditures / divestitures
over the last three fiscal years

Fiscal year ended August 31,
2015

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



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



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



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



Fiscal year ended August 31,
2016

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






22 | Page






On September 8, 2015, the Company announced
the transfer of its 100% interest in the Mustang Project located in Nye County, Nevada, to Nevada North Resources, a private company
owned by Mr. L. Richardson (“Nevada North”) for a retained 1.0% Net Smelter Return Royalty.



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



Fiscal year ended August 31,
2017 and subsequent, to November 30, 2017

On November 5, 2016, the Company signed a binding
letter of intent, subject to the completion of a 30-day due diligence (complete), to enter into a binding purchase agreement for
the Mallama project, in the Nariño department of Colombia.



On January 19, 2017, the Company signed a non-binding
letter of intent, subject to Miranda satisfactorily completing a 30-day due diligence, to enter into a binding purchase agreement
on the San Lucas project, in the South Bolivar department of Colombia. This acquisition is on hold awaiting resolution of several
issues with the vendor.



On March 15, 2017, the Company announced that
it had signed an option agreement that allows IAMGOLD Corporation (“IAMGOLD”) (TSX: IMG, NYSE: IAG) to earn an interest
in Miranda’s Antares Project in Colombia by conducting exploration on a scheduled earn-in basis. IAMGOLD will operate the
project with input from Miranda. IAMGOLD is required to incur US$100,000 in expenditures during 2017 to maintain the right to enter
into the option which begins on the later of January 1, 2018 or the date on which mineral title to one or more of the exploration
applications making up the Antares Project has been granted by the Colombian government. At such time, should IAMGOLD elect to
enter into the option, it will be obligated to incur US$750,000 in expenditures during the subsequent 12 months.



On April 6, 2017, the Company announced that
it had filed an updated Preliminary Feasibility Study (“PFS”), NI43-101 technical report, for Alaska Gold Torrent,
LLC and Miranda’s Lucky Shot Project in Alaska. The historic Lucky Shot Mine is in the Willow Mining District. The report
is titled “National Instrument 43-101 Technical Report: Preliminary Feasibility Study for the Lucky Shot Project, Matanuska-Susitna
Borough, Alaska, USA” prepared by Hard Rock Consulting (“HRC”), Lakewood, Colorado. Miranda had previously
referred to the Lucky Shot Project as the Willow Creek Project. The updated measured and indicated resource at a cutoff of 5.0
g Au/t is 206,600 tonnes at an average grade of 18.3 g Au/t containing 121,500 ounces gold and an additional 59,000 tonnes inferred
at an average grade of 18.5 g Au/t containing 35,100 ounces, or 156,600 ounces total at 18.3 g Au/t in both categories.



On June 19, 2017, the Company announced that
it had signed a definitive agreement to acquire the Argelia Project from Bullet Holding Group (“Bullet”) for payments
and retained interests. The terms of the agreement require that Miranda make a series of cash payments and a common share issuance
– all of which are based on the occurrence of a series of future events.



On June 27, 2017, Montezuma gave notice of their
withdrawal from the Project Management Agreement, and made the final property payments on the Red Canyon property on July 3, 2017,
pursuant to the Lease. Immediately following Miranda’s receipt of that notice, the Company issued a Notice to Terminate the
Red Canyon Mining Lease and Option to Purchase Agreement Dated November 18, 2003, to the Red Canyon Corporation, and returned the
property to them.








23 | Page




On August 31, 2017, the Company announced the
signing of the final agreement completing the acquisition of the Mallama project - by purchasing a Colombian simplified share company,
Minera Mallama SAS. The formal transfer of the share certificates will occur upon review by the Chamber of Commerce in Colombia.
Miranda has paid $298,216 in outstanding license fees (2014 to 2017) on the two titles - and upon receipt of suitable drill permits
- Miranda will be required to make an additional payment of US$200,000 to the former shareholders of Minera Mallama SAS. A residual
net proceeds royalty of 4% (as defined in the Rocky Mountain Form 5) will be payable to the former shareholders, with a minimum
of US$1.0m payable within three years of the commencement of commercial production, capped at US$4.0m over the life of the mine.
Otherwise, there are no additional annual payments or minimum work commitments on Mallama, and no acquisition restrictions imposed
on Miranda for any adjacent property.



On November 11, 2017, the Company signed a binding
Letter of Agreement (“LOI”) with Gold Torrent for the sale of its 14% diluted interest in AGT LLC. The closing date
shall be the date on which Gold Torrent completes its listing on the Toronto Stock Venture Exchange - expected to occur on or before
March 15, 2018 - or such other date as is mutually agreed upon by the parties. The LOI will automatically expire on May 1, 2018,
or on such other date as mutually agree upon by the parties.



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

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



B.	Business Overview

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

The Company’s exploration projects
are located in Colombia – these include Antares, Argelia, Cerro Oro, Mallama, and Oribella.

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




24 | Page




C.	Organizational Structure

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

MAD I holds the Company’s interests
in Miranda Gold Colombia II Ltd., Miranda Gold Colombia III Ltd. (formerly Rovira Mining Limited), Miranda Gold Colombia IV Ltd.,
and Miranda Gold Colombia V Ltd. all having been incorporated under the laws of the Province of British Columbia, Canada. The MAD
II Branch Office was organized in Colombia as a “Sucursal Colombia” under a certificate issued by “Camara De
Comercio De Bogota”. MAD III owns a Colombian subsidiary Miranda Gold Colombia III S.A.S., which owns a Colombian subsidiary
Minera Mallama S.A.S. MAD V owns a Colombian subsidiary Riosucio Mineria S.A.S.

Organization Chart as of November 30,
2017:

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





| | (1) | prior to October 31, 2016, the ownership was 30% - however, with the termination of the Prism Agreement
(effective October 31, 2016) the ownership of Miranda Colombia V Ltd. reverted back to 100%.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






25 | Page




D.	Property

Overview of Projects

None of the exploration properties
controlled by Miranda contain any known ore reserves and all work programs are exploratory searches for ore grade mineralization.
Proven and probable mineral reserves for the Lucky Shot project in Alaska(the 14% diluted interest owned by Miranda
which is the subject of a binding LOI)are reported in the National Instrument 43-101 Technical Report: Preliminary Feasibility
Study for the Lucky Shot Project, Matanuska-Susitna Borough, Alaska, USA, dated June 24, 2016.

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

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



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



The majority of Miranda’s option agreements
require the funding partner to fund a minimum exploration program in each agreement year and all of those agreement commitments
are found in the notes of the audited consolidated financial statements for the year ended August 31, 2017.



As at November 30, 2017: the Antares project
in Colombia is funded and being explored pursuant to an agreement with IAMGold.



The Cerro Oro project in Colombia was being
funded (100%) under an agreement with Prism until October 31, 2016, at which time Prism advised of its termination of the agreement.
Miranda is currently seeking funding partners for the Argelia, Cerro Oro, Mallama, and Oribella projects in Colombia.



The Company, generally, has a minor role in
designing or directing the exploration program on each project or the timing of the program - as this is typically up to the funding
partner. Cerro Oro was an example where Miranda planned and managed work programs on behalf of a funding partner.



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



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



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



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








26 | Page




MIRANDA’S
ALASKA PROPERTY

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

Joint
Venture Agreement

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

Sale
of AGT LLC to Gold Torrent

On November 6, 2017, Gold Torrent presented
a “capital cash call” to the Company, requesting the payment of about US$5.0m from Miranda. The Company decided to
not fund this “capital cash call” and instead - allowed its interest in AGT LLC to be diluted – pursuant to the
agreement. On November 11, 2017, the Company signed a binding Letter of Agreement (“LOI”) with Gold Torrent for the
sale of its now 14% diluted interest in AGT LLC. The closing date shall be the date on which Gold Torrent completes its listing
on the Toronto Stock Venture Exchange - expected to occur on or before March 15, 2018 - or such other date as is mutually agreed
upon by the parties. The LOI will automatically expire on May 1, 2018, or on such other date as mutually agree upon by the parties.

The purchase
price to be paid by Gold Torrent shall consist of:



| | • | US$1,000,000 - as a firm obligation, in cash, to be paid to Miranda by Gold Torrent as follows:
| | - | -----------------------------------------------------------------------------------------------



| | o | US$250,000 paid on the Closing Date;
| | - | ------------------------------------

| | o | US$250,000 on the first annual anniversary of the Closing Date; and
| | - | -------------------------------------------------------------------

| | o | US$500,000 on the second annual anniversary of the Closing Date.
| | - | ----------------------------------------------------------------



| | • | 500,000 share units of GTI (one common share and 1⁄2 warrant) to be issued to the Company
by Gold Torrent at the Closing Date: and
| | - | --------------------------------------------------------------------------------------------------------------------------------



| | • | Payment by Gold Torrent to the Company of US$4.00 per ounce of gold produced by the AGT LLC in
excess of 120,000 ounces - up to a maximum of 400,000 ounces – such payment expected to total US$1,120,000.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Willow
Creek / Lucky Shot Property and Preliminary Feasibility Study

The following summary (beginning on
page 29 below) has been reproduced from a technical report titled “National Instrument 43-101 Technical Report: Preliminary
Feasibility Study for the Lucky Shot Project, Matanuska-Susitna Borough, Alaska, USA” dated June 24, 2016 (the “Lucky
Shot Report”) prepared by Hard Rock Consulting, LLC, 7114 W. Jefferson
Avenue Suite 308, Lakewood, CO 80235. The Lucky Shot Report was written in compliance with disclosure and reporting requirements
set forth in the National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) adopted
by Canadian Securities Administrators. The authors are “Qualified Persons” as the term is defined in NI 43-101 and
are considered “independent” for the purposes of NI 43-101.




27 | Page




Rock Consulting, LLC, 7114 W. Jefferson
Avenue Suite 308, Lakewood, CO 80235. The Lucky Shot Report was written in compliance with disclosure and reporting requirements
set forth in the National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) adopted
by Canadian Securities Administrators. The authors are “Qualified Persons” as the term is defined in NI 43-101 and
are considered “independent” for the purposes of NI 43-101.

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

The
Renshaw Royalty

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

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

“A”
Royalty – West Side Willow Creek Project

claims_1015_west_crop

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

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






28 | Page




The summary
provided below is extracted from the Lucky Shot Report.



“1. EXECUTIVE
SUMMARY



1.1 Introduction



Gold Torrent Inc. (“GTOR”)
retained Hard Rock Consulting, LLC (“HRC”) to prepare a Preliminary Feasibility Study (“PFS”) for the Lucky
Shot Project (the “Project”) located in the Matanuska-Susitna Borough, Alaska, USA. This report, to be filed by Miranda
Gold Corp. (“Miranda”), presents the results of the PFS and associated work completed by HRC, and is intended to fulfill
the Standards of Disclosure for Mineral Projects according to Canadian National Instrument 43-101 (“NI 43-101”). This
report is specific to the Lucky Shot Project, which includes mineral resources and mineral reserves from the Coleman and Lucky
Shot areas, and was prepared in accordance with the requirements and guidelines set forth in Companion Policy 43-101CP and Form
43-101F1 (June 2011). The mineral resource and mineral reserve estimates presented herein are classified according to Canadian
Institute of Mining, Metallurgy and Petroleum (“CIM”) Definition Standards - For Mineral Resources and Mineral Reserves,
prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. The results of the PFS
are based in part on the mineral resource estimate reported in the previously filed NI 43-101 Technical Report, Mineral Resource
Estimate for the Willow Creek Project, Matinuska-Susitna Borough, Alaska, dated March 24, 2016, with an effective date of February
1, 2016.



1.2 Property Description
and Ownership



The Lucky Shot Project
is located within the historic Willow Creek mining district of south central Alaska, roughly 40 km northeast of the town of Willow
in the Matanuska-Susitna Borough, and about 80 km (50 miles) northeast of Anchorage. The district covers an area of around 82 km2
along the southwestern edge of the Talkeetna Mountains, centered at about N61°46'30" latitude and W149°20'30"
longitude. The Project area is situated in the western portion of the district, and includes the historic Lucky Shot, War Baby,
Coleman, and Murphy mines and prospects.



On November 5, 2014,
GTOR entered an Exploration and Option to Enter Joint Venture Agreement between Gold Torrent and Miranda, which grants Gold Torrent
the right to earn-in up to 70% ownership in the proposed joint venture. Miranda would hold the remaining 30%. The initial work
commitment requires GTOR to expend $1,070,000 including to pay and perform all obligations of the lessee under the underlying mineral
lease and pay all costs incurred on or for the benefit of the property for exploration and development work. Upon completion of
the initial earn-in expenditure of $1,070,000 GTOR shall earn a 20% interest and the joint venture shall be formed as a limited
liability company between Miranda and Gold Torrent. Miranda shall own 80%. The joint venture company shall be managed by GTOR and
governed by a two-person management committee composed of one member from each party. Miranda shall contribute the AHI mineral
lease to the joint venture and GTOR shall contribute the $1,070,000 in expenditures including the work product, reports, engineering
and permitting results achieved.



Miranda and AHI, the
property owner, entered into a mineral lease for the patented and unpatented mining claims and rights. Miranda paid an initial
payment of $50,000 to AHI on November 15, 2013 followed by a subsequent payment of $100,000 to secure the first year lease. As
part of its earn-in obligations under the November 5, 2014 Exploration and Option to Enter Joint Venture Agreement between Gold
Torrent and Miranda, Gold Torrent paid AHI $150,000 by the due date of January 15, 2015, as required under the lease document to
secure a second year of the lease. The term of the lease is eighty years.



1.3 Geology and
Mineralization



Rock types in the Project
area are comprised of faulted Upper Cretaceous granite and the Willow Creek quartz diorite-tonalite (a phase of the Talkeetna Batholith),
bordered to the south by the Jurassic Hatcher Pass Schist of the Peninsular terrane. The Willow Creek quartz diorite-tonalite is
intruded by a variety of dikes with chilled margins ranging in composition from aplite to lamprophyre (Cooley, 2009).



Northwest striking
and steeply (60-80°) dipping faults crosscut the entire Willow Creek intrusive. Less faulting occurs in the Hatcher Pass Schist.
The faults have dextral and normal movement with displacement to the east creating an en echelon pattern of vein segments, dikes,
and fault blocks. Gold mineralization at the Project is hosted in shallow north-dipping mesothermal veins within shears or reverse
faults in the intrusive (Cooley, M., 2006). Quaternary cover is predominantly a product of glaciation with only minor re-working.






29 | Page




The Willow Creek mining
district's only known economic mineral is gold contained in mesothermal veins within low angle shears in the Willow Creek quartz
diorite-tonalite intrusive. The important lode gold-bearing shears strike 60-80° and dip 30-60° northerly. The argon isotope
method dates sericite in vein associated alteration to approximately 66.9 to 65.6Ma.



Another group of structures
trending nearly due north with dips from near horizontal up to 45° to the west are also significant, but are only near to the
intersections with the more important east-northeast trending veins. The productive veins have coarsely crystalline quartz with
minor pyrite, sphalerite and other sulfides, telluride and visible gold. Gold deposition is a late event and only very minor amounts
of gold are occluded within sulfides.



1.4 Status of Exploration



Enserch actively explored
the Lucky Shot mine and greater Willow Creek district from 1978 through 1985. Enserch drove a 1,500 ft. (457 m) exploration drift
below the Lucky Shot mine and drilled 11 underground core holes totaling 10,364 ft. (3,159 m) during the 1984 field season. Additionally,
Ensearch drilled 7 surface core holes in the Coleman zone totaling 4,881 ft. (1,488m).



FMM acquired the Project
in 2004, and subsequently moved forward with well-planned helicopter supported drilling exploration from 2005 to 2010. FMM completed
seven (7) NQ2 size core drill holes in 2005 and intercepted significant gold mineralization. The drilling tested and confirmed
earlier Enserch drill intercepts in the Coleman area. The majority of seventy-three (73) core drill holes drilled in 2006 tested
the central Coleman area with step-out fan drilling. Encouraging results from drilling in the Coleman and Murphy areas prompted
additional drilling in 2007 in these areas. Drilling during 2007 was concentrated northeast and southwest up and down dip from
the historic Coleman workings and extended mineralization to the west both above and below the historical Coleman workings. Other
drilling verified Enserch intercepts down dip from the Lucky Shot workings and expanded the mineralization in the Murphy area.
In 2008 ten core drill holes were completed in the War Baby mine area. Two of ten drill holes intersected gold mineralization with
the best intercept of 0.4 m @ 33.75 g/t gold.



In 2014, Miranda and
GTOR geologists completed a 234-sample soil grid and collected rock samples of quartz vein rubble. Results strongly suggest that
the vein system mined on Bullion Mountain within the Willow Creek mining district extends beyond the fault that bounded historic
production. The highlight of the sample program is the discovery of three quartz vein sub-crops that assayed 1.48 oz, 0.50 oz and
0.53 oz Au/t (50.74 g, 17.05 g and 18.15 g/t Au).



In 2015, GTOR shipped
2,200 lbs. of ore material from the Lucky Shot area to Hazen Laboratories in Golden Colorado for metallurgical and geochemical
analysis. Three sample splits of quartz + sulfide + carbonate from the Lucky Shot shear zone ranged from 25 to 26.2 g/t Au. Results
from this testwork are included in Section 13 and in the appended Hazen report of 2016.



1.5 Mineral Resource
Estimate



Resource geologist
Zachary J. Black, SME-RM, of HRC is responsible for the mineral resource estimate presented here. Mr. Black is a Qualified Person
as defined by NI 43-101, and is independent of GTOR. HRC estimated the mineral resource for the Project based on drillhole data
constrained by geologic vein boundaries with an Inverse Distance Weighted (“ID”) algorithm. Datamine Studio RM®
V1.0.73.0 (“Datamine”) software was used to complete the resource estimate in conjunction with Leapfrog Geo® V.3.0.0
(“Leapfrog”), which was used to produce the geologic model. The metals of interest at Willow Creek are gold and silver.



The Project is defined
by veins within the Coleman, Lucky Shot, War Baby, and Murphy fault blocks. The mineral resource estimate is comprised of 10 veins.
Eight veins from the Coleman area and 2 veins from the Lucky Shot area. The Murphy and War Baby areas are excluded from the mineral
resource estimate due to insufficient data. The mineral resources have been estimated using 3-dimensional (“3D”) block
model.



HRC first constructed
the geologic vein model using Leapfrog Geo Version 3.3.0 using a linear interpolation methodology and sample intervals. East/West
oriented cross-sections were used to select intervals from each drillhole representing the vein material. Points representing the
hanging wall and footwall contacts were extracted to interpolate hanging wall and footwall surfaces. These surfaces were used to
delineate each vein solid (Figure 14-2).






30 | Page




The surfaces were evaluated
in 3-dimensions to ensure that both the down dip and along strike continuity was maintained throughout the model. Vein volumes
in the area of historical production were removed by clipping the solid against an area mapped as having been exploited in the
historical mine workings.



The 3D geologic solids
were converted to block models using Datamine. Block model prototypes were created for each of the fault blocks. The model prototypes
are rotated along strike and down dip and encompass the entire vein. A block size of 1.5m x 1.5m in the strike and dip directions
was established to match the mining method being planned by GTOR. The blocks in the z direction were sub-blocked to the vein thickness.



Comparisons were made
with ordinary kriging (“OK”) and inverse distance-squared (ID2.5) methods. The ID2.5 method was selected for reporting
due to better fit with drillhole data throughout the model. Gold grades were estimated in each vein by using incremental search
ellipses to provide an estimation of the gold and silver grade within every block inside the vein solids. Grades outside of the
defined veins were not estimated. A true thickness composite length weighted ID2.5 was used to estimate grade for all domains.
Ordinary Krige (“OK”) and Nearest Neighbor (“NN”) models were run to serve as comparison with the estimated
results from the ID2.5 method.



HRC used two methods
to classify the mineral resources into measured, indicated, and inferred. For the Coleman fault block veins, measured resource
are those blocks with at least one composite within an anisotropic distance of 15 x 6 meters of the block centroid. Indicated resources
are those blocks with at least 2 composites within an anisotropic distance of 75 x 30 meters. Inferred resources are those blocks
with at least 2 composites within an anisotropic distance of 150 x 60 meters.



For the Lucky Shot
area veins, a polygonal method was used to classify resources into indicated and inferred. An exterior drillhole fence, was constructed
using drillhole intercepts. An indicated boundary was generated by expanding 25 meters from the drillhole fence polyline, and 25m
from drillhole intercepts. Indicated resources are those blocks inside the indicated boundary. Inferred resources are those blocks
outside the indicated boundary. In cases where a single drillhole was used to estimate mineral resources, those blocks within a
15 x 6-meter search volume are classified as indicated.



The mineral resources
for the Project as of February 1, 2016, are summarized in Table 1-1.



Table 1-1 Mineral Resource Statement for
the Lucky Shot Project, Matanuska-Susitna Borough, Alaska

Hard
Rock Consulting, LLC, Effective Date of February 1, 2016



|Classification       | Tonnes
        (x 1,000) | Gold | Silver 
|-------------------- | ------------------------ | ---- | -------
|g/t                  | Oz                       | g/t  | oz     
|Measured             | 57.9                     | 26.8 | 49,900 
|Indicated            | 148.6                    | 15.0 | 71,600 
|Measured + Indicated | 206.6                    | 18.3 | 121,500
|Inferred             | 59.0                     | 18.5 | 35,100 



Note:
Measured, Indicated and Inferred mineral classifications are assigned according to CIM Definition Standards. Mineral resources,
which are not mineral reserves, do not have demonstrated economic viability and there is no guarantee that mineral resources will
be converted to mineral reserves. (1) The mineral resource estimate was prepared by HRC based on data and information available
as of February 1, 2016. The 2016 Measured, Indicated and Inferred mineral resources are reported considering a base case estimate
that applies a cutoff grade of 5 g/t Au based on the estimated operating costs, 80% gold and silver recoveries, and a $1,265/oz
gold price.



1.6 Mineral Reserve
Statement



Mr. Jeff Choquette,
P.E., MMSA QP, of HRC is responsible for the mineral reserve estimate presented herein. Mr. Choquette is Qualified Person as defined
by NI 43-101 and is independent of GTOR. The mineral reserve calculation for the Project was completed in accordance with NI 43-101
and is based on all data and information available as of May 31st, 2016. Stope designs for reporting the reserves were created
utilizing the mineral resources presented in Section 14 of this report. An open stull stope mining method is planned to extract
the Coleman and Lucky Shot deposits with random waste pillars. Ore is planned to be processed in a gravity concentration process
plant capable of processing 200 tpd.






31 | Page




HRC utilized Datamine’s
Mineable Shape Optimizer (“MSO”) program to generate the stopes for the reserve mine plan. The stopes were created
based solely on Measured and Indicated mineral resources, which have demonstrated to be economically viable, including internal
stope dilution above the calculated cutoff; therefore, Measured and Indicated mineral resources within the stopes have been converted
to Proven and Probable mineral reserves as defined by NI 43-101. Inferred mineral resources are not considered as part of the reserve
statement.



Dilution is applied
to Measured and Indicated resource blocks depending on the mining method chosen. For blocks to be exploited using open stull stope
mining methods, external dilution was applied in the amount of 20% at a grade of zero. Internal dilution is also applied based
on any blocks that fall inside the stope shape but are below cutoff. A mining recovery is also applied to convert resources to
reserves and is estimated at 90%. These factors resulted in an overall dilution factor of 31% for the Coleman vein and 56% for
the Lucky Shot vein, with an overall average dilution of 34% for the reserves.



The mining breakeven
cut-off grade was used to generate the stope designs in DataMine’s MSO for defining the reserves. The estimated operating
costs and mill recoveries developed for the PFS are used to calculate the reserve breakeven cut-off grade. A gold price of $1175/oz
was chosen, which is close to the 200 day moving average of $1162/oz as of May 31st, 2016. The mine operating costs used in the
cutoff calculation exclude the costs for development. The cut-off is stated as gold equivalent since the ratio between gold and
silver is variable and both commodities are sold, although the silver is estimated to be fairly insignificant with only 0.12% of
the revenue coming from the silver produced. The average cut-off grade used for the Project is 7.0 g/t AuEg.



The Proven and Probable
mineral reserves for the Project as of May 31st, 2016 are summarized in Table 1-2. The reserves are exclusive of the mineral resources
reported in Section 14 of this report.



Table 1-2 Proven
and Probable Mineral Reserves, Effective Date May 31st, 2016



|Classification          | Area    | Tonnes
        (x 1,000) | Gold   | Silver | Dilution
|----------------------- | ------- | ------------------------ | ------ | ------ | --------
|g/t                     | oz      | g/t                      | oz    
|Proven                  | Coleman | 68.7                     | 18.9   | 41,672 | 2.02    
|Lucky shot              | 0       | 0                        | 0      | 0      | 0       
|Total Proven            | 68.7    | 18.9                     | 41,672 | 2.02   | 4,465   
|Probable                | Coleman | 87.9                     | 13.4   | 37,936 | 1.67    
|Lucky shot              | 17.8    | 13.8                     | 7,897  | 0.09   | 51      
|Total Probable          | 105.7   | 13.5                     | 45,833 | 1.41   | 4,779   
|Total Proven + Probable | 174.4   | 15.60                    | 87,504 | 1.65   | 9,244   
|                        |         |                          |        |        |         



1.
Reserve cut-off grades are based on a 7.0 g/t gold equivalent with 78.3:1 silver to gold ratio.

2.
Metallurgical recoveries were estimated at 90.0% silver and 91.8% for gold.

3.
Mining recoveries of 90% were applied.

4.
Minimum mining widths were 0.8 meters.

5.
Dilution factors averaged 34%. Dilution factors are calculated based on internal stope dilution calculations and external dilution
factors of 20%.

6.
Price assumptions are $15 per ounce for silver and $1,175 per ounce for gold.

7.
Figures in table are rounded to reflect estimate precision; small differences generated by rounding are not material to estimates.



1.7 Conclusions



HRC is of the opinion
that GTOR has thorough understanding of the geology of the Project, that GTOR is applying the appropriate deposit model for exploration,
and that the potential for continued discovery of additional mineral resources at the Project is high.



HRC concludes that
the sample preparation, security and analytical procedures are correct and adequate for the purpose of this technical report. The
sample methods and density are appropriate and the samples are of sufficient quality to comprise a representative, unbiased database.



HRC has reviewed the
check assay programs and believes the programs provide adequate confidence in the data. Samples that are associated with failures
and the samples associated with erroneous blank samples have been reviewed. Errors have
been justified as labeling errors or are infrequent. All of the samples associated with erroneous QA/QC results are reviewed prior
to inclusion in the database.






32 | Page






HRC received original
assay certificates in csv format for the drilling conducted from 2005 to 2009 in the current database. A random manual check of
10% of the database against the original certificates was conducted. The error rate within the database is considered to be less
than 1% based on the number of samples spot checked. HRC is of the opinion that the data maintained within the database is acceptable
for mineral resource estimation.



Significant historical
reports and more recent testwork strongly support the conclusion that the mineralized material with contained gold at the Willow
Creek Project will respond favorably to beneficiation by careful liberation and gravity concentration. Such a process minimizes
the generation of slimes and presents size-classified material to the gravity concentration unit operations, commercially expected
to be spiral concentrators and table concentrators. Gold recovery in excess of 90% while producing non-acid tailings has been demonstrated
by test work and calculations. Further testing in support of a feasibility study and final engineering is recommended as follows:



•
Confirm comminution energy requirements via conventional Bond testing

•
Determine Bond abrasion index for engineering cost estimation

•
Quantify liquid/solid separation, i.e., settling tests on various process streams

•
Establish performance of commercial spirals

•
Establish additional liberation information from gravity size/recovery testing

•
Establish gravity recovery as function of feed grade (both upwards and downwards)

•
Characterize gravity tailings

•
Determine if further classification of minus 325 mesh ore will increase gold recovery

•
Evaluate enhanced centrifugal gravity concentration of ore fines and tailings



1.8 Recommendations



Exploration of the
Project has advanced to the consideration of a year round underground mining operation. GTOR has made the decision to advance the
project into development and production. Determining the metallurgical and mining parameters for the Project will be the key focus
of continued development.



HRC’s recommendations
are intended to provide GTOR with a path toward development of the Project. Advancing the Project is not contingent upon positive
results of the work program outlined in Table 1-3, though the engineering, permitting and environmental requirements necessary
to bring the Project into development need to be assessed in order to understand any difficulties or costs that might impact the
overall Project economics. The anticipated costs for the recommended scope of work are presented in Table 1-3.



Table 1-3 2016
Recommended Scope of Work for the Lucky Shot Project



|Recommended Scope of Work                  | Expected Cost (US$)
|------------------------------------------ | -------------------
|Environmental Permitting Work              | $ 150,000          
|Geotechnical Analysis                      | $ 20,000           
|Metallurgical Test work                    | $ 75,000           
|Detailed Mine Design and Final Engineering | $ 250,000          
|Exploration Drilling                       | $ 100,000          
|Subtotal                                   | $ 595,000          
|15% Contingency                            | $ 89,250           
|Total Budget                               | $ 684,250          





----- End of extracted summary of the Lucky
Shot Report -----






33 | Page




MIRANDA’S COLOMBIA PROPERTIES

Miranda’s objective in establishing a
presence in Colombia is to make an entry into an under-explored frontier area that is experiencing a relatively high rate of multi-million
ounce gold discoveries.



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



|Property                                                | Ownership / Owner                             | Nature of holding | No. of Claims                                                                           | Serial Numbers                                     | Option Agreement
|------------------------------------------------------- | --------------------------------------------- | ----------------- | --------------------------------------------------------------------------------------- | -------------------------------------------------- | ----------------
|                                                        |                                               |                   |                                                                                         |                                                    |                 
|Antares                                                 | ExpoGold Colombia SA / Miranda Gold Colombia  | Applications      | 2                                                                                       | OG8-08042;
        OGN-11491                       | IAMGold         
|Activos Mineros de Colombia SAS / Miranda Gold Colombia | Applications                                  | 5                 | OG2-095310;
        PKC-10311;
        PKO-08531;
        QDO-10291;
        PDO-08001  | IAMGold                                           
|Miranda Gold Colombia II Ltd Sucursal Colombia          | Applications                                  | 5                 | OG2-084816;
        OG2-085116;
        QF9-08031;
        OL2-08011;
        QL7-13481 | IAMGold                                           
|                                                        |                                               |                   |                                                                                         |                                                    |                 
|Argelia                                                 | Bullet Holding Corp / Miranda Gold Colombia   | Applications      | 3                                                                                       | KHP-08044X;
        KHP-08045X;
        KK6-08012X | Open            
|                                                        |                                               |                   |                                                                                         |                                                    |                 
|Cerro Oro                                               | Riosucio Mineria SAS  / Miranda Gold Colombia | Titles            | 1                                                                                       | LHB-11031                                          | Open            
|Miranda Gold Colombia II Ltd Sucursal Colombia          | Applications                                  | 3                 | OG2-08131;
        PGP-08011;
        QF9-08041                                         | Open                                              
|                                                        |                                               |                   |                                                                                         |                                                    |                 
|Mallama                                                 | Minera Mallama SAS / Miranda Gold Colombia    | Titles            | 2                                                                                       | IKE-10371X
        IKE-10391X                      | Open            
|                                                        |                                               |                   |                                                                                         |                                                    |                 
|Oribella                                                | IGTER S.A / Miranda Gold Colombia             | Applications      | 1                                                                                       | B7647005                                           | Open            
|Miranda Gold Colombia II Ltd Sucursal Colombia          | Applications                                  | 2                 | RJQ-08401;
        SI8-08001                                                            | Open                                              
|                                                        |                                               |                   |                                                                                         |                                                    |                 






34 | Page






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








35 | Page


Antares, within the department of Antioquia, Colombia

Nature of interest and terms of acquisition

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

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

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

Funding partner agreements

On March 15, 2017, the Company announced it
has signed an option agreement that allows IAMGold Corporation (“IAMGold”) (TSX: IMG, NYSE: IAG) to earn an interest
in Miranda’s Antares Project in Colombia by conducting exploration on a scheduled earn-in basis. IAMGold will operate the
project with input from Miranda. IAMGold is required to incur US$100,000 in expenditures during 2017 to maintain the right to enter
into the option which begins on the later of January 1, 2018 or the date on which mineral title to one or more of the exploration
applications making up the Antares Project has been granted by the Colombian government. At such time, should IAMGold elect to
enter into the option, it will be obligated to incur US$750,000 in expenditures during the subsequent 12 months.



The option agreement grants IAMGold an option
to acquire an initial undivided 51% interest in the mineral rights of Antares by funding a total of US$5,000,000 in expenditures,
including a commitment to drill at least 3,000 meters over four years. IAMGold also has a second option to acquire a further undivided
14% interest in the mineral rights, for an aggregate 65% interest by making additional exploration expenditures of US$7,000,000,
including a commitment to drill at least 12,000 meters within a subsequent term of four years from the exercise of the first option.
IAMGOLD can attain a further 10% interest, for an aggregate 75% in the mineral rights of Antares, by providing Miranda, at its
election, financing for mine construction.



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

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




36 | Page




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

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

Rock formations and mineralization

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

Exploration Plans

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

Argelia, within the department
of Antioquia, Colombia

Nature of interest and terms of acquisition

On June 15, 2017, the Company signed
a definitive agreement to acquire the Argelia Project from Bullet Holding Group (“Bullet”) for payments and retained
interests.



The terms of this agreement require that
Miranda make the following series of payments and a share issuance – all based on the occurrence of the following events:



|Event                                                                                                                                            | Issuance of Mirada shares | Payment amount
        US$
|------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------- | --------------------------
|By June 22, 2017                                                                                                                                 | -                         | 100,000                   
|Issuance of US$100,000 equivalent
        in Miranda common shares                                                                               | 1,624,270                 | -                         
|Upon conversion of the applications to titles                                                                                                    | -                         | 100,000                   
|Upon receipt of approval for forestry
        subtraction – or –
        Miranda making drill
        applications for any of the
        titles | -                         | 100,000                   
|Upon receipt of drill permits                                                                                                                    | -                         | 100,000                   
|Upon announcement of an NI 43-101
        resource of >500,000 oz/au
        total in
        all categories (M+I+I)                             | -                         | 250,000                   
|One year from the announcement of an
        NI 43-101 resource of >500,000
        oz/au                                                        | -                         | 250,000                   






37 | Page




A residual net profits interest (“NPI”)
of 4% - or – a residual net smelter royalty (“NSR”) of 1.5% - whichever is greater - will be payable to
the vendor, until US$6.0m has been paid - at which time an NSR of 1.5% will be payable for the life of the mine.



There are no minimum work commitments
on Argelia, and there is no area of influence restrictions for Miranda any adjacent property.



Funding partner agreements

Miranda is currently seeking a joint
venture partner for Argelia.

Location and means of access to the
property

The Argelia Project totals 5,400 hectares
in three exploration applications, and is 145km or about four-hours by road from Medellin, within the Antioquia Department. No
indigenous lands impact the project. However, the project requires subtraction from the forestry reserve - as do all applications
granted under the “Second Law” - and they then must be converted to title.

History of previous operations and
previous operators on the property

Eighteen or more distinct veins are observed
in surveyed historic workings on the Argelia project - with ten showing sample values of greater than 10 g Au/t up to 109 g Au/t
from 0.5 meters to 4 meters sampled vein widths. The best sample returned 20.5 g Au/t over 4 meters in a historic crosscut. Approximately
100 meters vertically below this crosscut, there is another adit on the same vein showing one meter at 20 g Au/t, suggesting that
a mineralized “shoot” may exist between the two levels. Public records report that a private British company mined
on the project prior to 1950 in the area of the upper crosscut and lower adit.

Rock formations and mineralization

The veins appear to be distributed sub-parallel
across a regional-scale, 2-kilometer northeast-trending shear zone and exposures extend for 8 kilometers along strike. The veins
strike at an oblique angle to the shear zone and may be emplaced in dilational structures, secondary to the main shear. Veins are
only noted in workings, and it is likely that significantly more veins are unexposed across the shear zone. The style of mineralization
and associated metals suggest that Argelia is an intermediate sulfidation (IS) epithermal system.

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

Miranda has performed sampling in workings
and reconnaissance prospecting and reviewed the sampling done by Bullet on the Project.

Cerro Oro, within the department
of Caldas, Colombia

Nature of interest and terms of acquisition

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

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



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






38 | Page




Funding partner agreements



On June 23, 2014, the Company entered
into a share purchase agreement (“SPA”) and a shareholder agreement (“SA”) with Prism. Pursuant to the
SPA, Miranda assigned 70% of the shares of MAD V to Prism. The activities of MAD V were governed by the SA. After spending $700,000
- the obligation amount - Prism terminated the SPA and SA, with effect from October 31, 2016. The seventy (70) shares of MAD V
were returned to Miranda.

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

Location and means of access to the
property

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

History of previous operations and
previous operators on the property

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

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

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

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

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




39 | Page




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

Cerro Oro drilling highlights (refer
to Table below):

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

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

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

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

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

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

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

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






40 | Page




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

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

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

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

Rock formations and mineralization

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

Mallama, within the department of
Nariño, Colombia

Nature of interest and terms of acquisition

On August 31, 2017, Miranda signed the final
agreement completing the acquisition of the Mallama project - by purchasing a Colombian simplified share company, Minera Mallama
SAS. The formal transfer of the share certificates will occur upon review by the Chamber of Commerce in Colombia. Miranda has paid
$298,216 in outstanding license fees (2014 to 2017) on the two titles - and upon receipt of suitable drill permits - Miranda will
be required to make an additional payment of US$200,000 to the former shareholders of Minera Mallama SAS. A residual net proceeds
royalty of 4% (as defined in the Rocky Mountain Form 5) will be payable to the former shareholders, with a minimum of US$1.0m payable
within three years of the commencement of commercial production, capped at US$4.0m over the life of the mine. Otherwise, there
are no additional annual payments or minimum work commitments on Mallama, and no acquisition restrictions imposed on Miranda for
any adjacent property.



Funding partner agreements

Miranda is currently seeking a joint
venture partner for Mallama.

Location and means of access to the
property

The Mallama project comprises two titles totalling
9,036 hectares in the Nariño Department, 56 kilometers west of the city of Pasto. The Mallama project is part of a large
district that contains more than thirty mapped intermediate sulfidation epithermal veins with strike lengths of over 4km. In 1984,
the Japanese International Cooperation Agency (JICA) mapped, sampled, and drilled a portion of the larger vein system - of which
the Mallama project covers approximately half. The private El Diamante Mine is just north of Miranda’s Mallama project, and
has been active for 30 years or more. All of the areas of Miranda exploration interest are below the high elevation, environmentally
protected Paramo.






41 | Page




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

Miranda’s and historic work suggest the
Mallama District has exploration potential for numerous sub-parallel high-angle veins on both the mine and district scale, with
a prevalence of high-grade gold and silver values that show good continuity in continuous veins and related competent shear zones.
The JICA data shows that the known veins can be traced well with soil sampling, and JICA soil anomalies indicate that numerous
veins may be unexposed near existing workings. Vein packages occur over or within an area of at least 30 square kilometers on the
Miranda titles, indicating a large IS (intermediate sulfidation) epithermal gold system.

In order to progress to
drilling at a faster pace and proactively address the concerns of community stakeholders, Miranda is initially focusing on a 1,200-hectare
portion of the two titles. By focusing on a smaller area initially, Miranda intends to accelerate subtracting the titles from a
Second Law 1959 forestry reserve, completing a Consulta Previa, and providing a framework of legalization and accommodation for
informal miners.

In order to confirm historic
reconnaissance samples provided by the owner - and make a gross estimate of insitu gold and silver grades in this production area
- fifteen channel samples of vein and shear on levels below the main level were taken. These samples show a weighted average grade
of 23.2g Au/t over an average width of 0.69 meters - with a range from 2.44 to 76.9g Au/t – and a mean value for the fifteen
samples of 22.0g Au/t. The gold to silver ratio is seven-to-one, and the weighted average for silver values is 182.3g Ag/t.

Sampling shows 0.78 meters
at 29.34g Au/t, and 0.95 meters at 36.77g Au/t where the vein continues beyond the limit of level development to the southwest
and northwest, respectively. High-grade mineralization extends beyond the limit of workings in all directions in the Olmedo Pastas
Mine. The vein and adjacent shear in the Olmedo Pastas Mine are continuous, with very little structural disruption - and high gold
and silver assay values show a consistent distribution.

Miranda’s recent
sampling of the Olmedo Pastas Mine shows preliminary confirmation of historic sampling from Miranda’s titles. Historic sampling
from the previous titles owner indicates six other open artisanal mines providing reconnaissance channel samples ranging from 11.8g
Au/t to 73g Au/t and 47g Au/t to 1114g Ag/t. These samples are reported to reflect artisanal mine production faces at the time
of visit and sample widths were not recorded, but probably do not exceed, the average 0.69 meter width seen in the Olmedo Pastas
Mine. Further systematic sampling by Miranda will be needed to verify the accuracy of, and determine if these reconnaissance samples
have significant geologic context – however - the historic samples are similar to the Miranda confirmation sampling done
in the Olmedo Pastas Mine. Ingeominas (“Colombia Geologic Survey”) also reports two reconnaissance samples taken of
75g Au/t (1,400g Ag/t) and 130g Au/t (120g Ag/t), east and west respectively of the Olmedo Pastas Mine, but within the Bombona
zone. The Ingeominas sample widths are also not recorded.

Overall, Miranda has taken
forty-seven channel samples in the course of its work in the Olmedo Pastas Mine and two other Bombona Zone workings – one-third
of all samples taken exceed 15g Au/t. These samples include those taken for characterization of the weakly mineralized wall rock.

Rock formations and mineralization

Exploration work has concentrated in
the Bombona Zone, where fourteen known sub-parallel and or anastomosing veins and mineralized shear zones extend northwest to southeast
over a distance of over four kilometers.

In the Olmedo Pastas Mine,
within the Bombona Zone, a northwest-southeast, sub-vertical vein and related mineralized shear extends with notable consistency
for the entire 400 meters of the main level of the mine. The vein and shear appear nearly coeval and it is believed this relationship
reflects a ductile shear zone progressing to open-space dilational deformation hosting veins over time. The vein, the shear, and
granitic wall rock lack significant post mineral deformation and are competent. The shear zone is consistently mineralized and
can carry grades (0.35 meters at 50.2g Au/t as a high) similar to the vein - but it commonly shows lower values. The vein and shear
share a common margin and together are typically from 0.6 meters to 1.7 meters wide.




42 | Page




In the mine, eight close-spaced
sub-levels developed from raises and winzes, but without stoping, occur in a small area above and below the midpoint of the main
level. These levels are currently in small scale production, and extend 40 meters horizontally and 30 meters vertically.

The veins contain sphalerite
and galena, commonly in banded habit, in quartz and minor carbonate gangue. Arsenopyrite is locally abundant, but there is no correlation
between gold and arsenic - while there is a correlation between silver and arsenic. The adjacent and parallel mineralized shear
shows competent sigmoidal shear fabric of quartz lenses and multi-stage healed breccia. The wall rock is competent granite with
sericite alteration halos to the vein.

Commonly, subsidiary narrower
low angle veins dip away from the hanging wall of the sub-vertical main vein, extending into the wall rock - and are interpreted
as possible “ladder” tension veins linked to parallel high angle veins northeast of the Olmedo Pastas main adit. This
interpretation is supported by reports of multiple close spaced veins occurring in cross cuts in other workings in the district.
For example, mapping in the Carlos Eli Mine, also in the Bombona Zone, shows a “package” of ten narrow veins and shears
over an interval of eight meters and mapping in the William Cuastumal Mine shows anastomosing shear zones combined with internal
segments of vein.

Twenty active or sporadically
active artisanal mines are recorded in the Bombona Zone. Similar parallel vein packages occur 1.5 kilometers to the northeast,
and 3 kilometers to the southwest; they are informally named La Cruz and La Fortuna respectively. La Cruz has more mining activity,
and has more veins of greater strike length recorded than the Bombona. Little is known about La Fortuna because it is remote and
it is the most recent vein discovered in the Mallama District.

Oribella, within the department of
Antioquia, Colombia

Nature of interest and terms of acquisition

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

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

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

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





Funding partner agreements

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




43 | Page




Miranda is currently seeking a joint
venture partner for Oribella.

Location and means of access to the
property

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

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

Miranda was attracted to the area by
mineralization controls inferred to be related to the suture zone and reported geologic features which suggested a large area of
high-sulfidation epithermal Au-Cu mineralization.

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

Rock formations and mineralization

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

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

In 2015, at Agnico’s request -
to confirm continuity of surface outcrop mineralization - hand dug trenching was attempted. Unfortunately, the density and thickness
of the surface overburden prevented more than two trenches from reaching bedrock. One of those trenches showed 12 meters of 1.05
g Au/t approximately 80 meters away from surface samples of 4 meters of 1.78 g Au/t.

Miranda has completed a 50-meter by 100-meter
sample spacing soils grid of 250 samples that defines a coherent 600-meter by 200-meter gold anomaly above 0.100 ppm gold with
values to 0.91 ppm gold. This anomaly is spatially related to the edge of a dacite porphyry intrusive and related breccia bodies.
The gold anomaly correlates with a broader copper anomaly centered on the intrusive. Mercury and antimony anomalies are distally
zoned from gold and copper. The dacite intrusive appears to occur at the inflection of a district or regional-scale fault zone.

COLOMBIA PROJECTS DROPPED:

Minagrande, within the department
of Antioquia, Colombia

Nature of interest and terms of acquisition

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

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

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




44 | Page




Pavo Real, Tolima Department, Colombia

Nature of interest and terms of acquisition

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

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

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

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

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

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



ITEM 4A	UNRESOLVED
STAFF COMMENTS

Not applicable.



ITEM 5	-
OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.	Operating Results

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

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

The consolidated financial statements
referred to in this Annual Report have been prepared in accordance with IFRS issued by the International Accounting Standards Board
("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
The policies applied in the consolidated financial statements are based on the IFRS issued and outstanding as at August 31, 2017.

Results of Operations for the year ended
August 31, 2017, 2016 and 2015

The Company incurred a loss of $2,645,779
(2016 - $1,476,152; 2015 - $1,867,176) and a comprehensive loss of $2,619,291 for the year ended August 31, 2017 (2016 - $1,435,358;
2015 - $1,878,973).

Expenses for the year ending August 31,
2017 were $2,647,232 (2016 - $1,339,464; 2015 - $1,693,560).




45 | Page




Significant or noteworthy expenditure differences
between the three years include:



|                                                    | --- For the year ended ---                                                                                                                                                                                   
|--------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                    | August 31,                                                                                                                                                                                                   
|                                                    | 2017                                                                                                                                                                                                         
|                                                    | $                                                                                                                                                                                                            
|Loss for the year                                   | 2,645,779                                                                                                                                                                                                    
|Exploration and evaluation expenditures             | 1,405,130                                                                                                                                                                                                    
|                                                    |                                                                                                                                                                                                              
|                                                    | Fiscal 2016 expenditures were lower because of the Company’s exit from Nevada and the decision to slow spending in Colombia to conserve cash.                                                                
|                                                    |                                                                                                                                                                                                              
|Exploration and evaluation expenditure (recoveries) | (             - )                                                                                                                                                                                            
|                                                    |                                                                                                                                                                                                              
|                                                    | Trending decrease in recoveries is due to the lack of joint venture partners and the lack of an exploration alliance in Colombia.                                                                            
|                                                    |                                                                                                                                                                                                              
|Investor relations                                  | 154,867                                                                                                                                                                                                      
|                                                    |                                                                                                                                                                                                              
|                                                    | Increase in fiscal 2017 due to engagement of Palisade Global Investments ($96,000) and the German Mining Network ($28,000), to assist with our equity placements and our exposure to European markets.       
|                                                    |                                                                                                                                                                                                              
|Office rent, telephone, secretarial, and sundry     | 43,463                                                                                                                                                                                                       
|                                                    |                                                                                                                                                                                                              
|                                                    | Trending decrease is due to the Company’s continued efforts to curtail discretionary spending in order to preserve the limited treasury.                                                                     
|                                                    |                                                                                                                                                                                                              
|Stock-based compensation                            | 133,468                                                                                                                                                                                                      
|                                                    |                                                                                                                                                                                                              
|                                                    | Annual variability is due to the method of calculating this line item – the Black-Scholes option-pricing model uses the Company share price as a significant input, along with the number of options granted.
|                                                    |                                                                                                                                                                                                              
|Travel and business promotion                       | 24,585                                                                                                                                                                                                       
|                                                    |                                                                                                                                                                                                              
|                                                    | Trending decrease is due to the Company’s continued efforts to curtail discretionary spending in order to preserve the limited treasury.                                                                     
|                                                    |                                                                                                                                                                                                              
|Wages and benefits                                  | 413,379                                                                                                                                                                                                      
|                                                    |                                                                                                                                                                                                              
|                                                    | Increase in fiscal 2017 is due to the accrual of termination benefits for the former Board Chair of $175,504.                                                                                                
|                                                    |                                                                                                                                                                                                              



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

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




46 | Page




B.	Liquidity and Capital Resources

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

During the August 31, 2017, fiscal year,
the Company issued 1,624,270 common shares pursuant to a property acquisition agreement, valued at $132,830.

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

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

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

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

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

|                                 | Aug 31, 2017
        $ | May 31, 2017
        $ | Feb 28, 2017
        $ | Nov 30, 2016
        $ | Aug 31, 2016
        $ | May 31, 2016
        $ | Feb 29, 2016
        $ | Nov 30, 2015
        $
|-------------------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ---------------------- | ----------------------
|Revenue                          | nil                    | nil                    | nil                    | nil                    | nil                    | nil                    | nil                    | nil                   
|Loss for the period              | (938,441)              | (638,180)              | (644,090)              | (425,068)              | (204,460)              | (460,461)              | (548,882)              | (262,349)             
|Basic and diluted loss per share | (0.01)                 | (0.01)                 | (0.01)                 | (0.00)                 | (0.00)                 | (0.01)                 | (0.01)                 | (0.00)                



Miranda began the fourth quarter of the
2017 fiscal year with cash of $2,018,810.   During the three months ended August 31, 2017, the Company expended $529,491
on operating activities, expended $157,733 on investing activities, and expended $1,164 on financing activities; and experienced
a negative effect of $86,511 from foreign exchange on cash, to end on August 31, 2017, with $1,243,911 in cash.

Miranda began the 2017 fiscal year with
cash of $4,048,000.   During the year ended August 31, 2017, the Company expended $2,154,832 on operating activities,
expended $620,223 on investing activities, and expended $1,164 on financing activities; and experienced a negative effect of $27,870
from foreign exchange on cash to end on August 31, 2017, with $1,243,911 in cash.




47 | Page




As at November 30, 2017, there were 5,682,500
stock options outstanding pursuant to the Plan, none of which were “in-the-money” (TSX.V closing price November 30,
2017 was $0.055). In addition, as at November 30, 2017, there were 49,976,355 share purchase warrants outstanding, none of which
were “in-the-money”. On December 19, 2017, 20,835,800 of these warrants will expire.

|Authorized:
        an unlimited number of
        common
        shares without par value | Common Shares Issued and Outstanding | Common
        Share Purchase
        Warrants | Stock
        Options
|------------------------------------------------------------------------------------------ | ------------------------------------ | ---------------------------------------------- | ---------------------
|Outstanding as at August 31, 2017                                                          | 105,005,077                          | 49,976,355                                     | 6,557,500            
|Stock options expired – September 24, 2017                                                 | -                                    | -                                              | (875,000)            
|Outstanding as at November 30, 2017                                                        | 105,005,077                          | 49,976,355                                     | 5,682,500            



The Company estimates that it will require
additional funding to carry out its exploration plans and operations through the next twelve months.



C.	Research and Development,
Patents and Licenses

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



D.	Trend Information

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

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



E.	Off-Balance Sheet Arrangements

Miranda does not have any off-balance
sheet arrangements.






48 | Page




F.	Tabular Disclosure of Contractual
Obligations

The following table outlines the current
contractual obligations of Miranda as at August 31, 2017:

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





G.	Safe Harbor

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



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




49 | Page




ITEM 6	DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES

A.	Directors and Senior Management

The following table lists, as of August
31, 2017, the names of the directors and senior management of Miranda. Each of the directors has served in his or her respective
capacity since his or her election and/or appointment and will serve until the next annual general meeting of shareholders.

|Name                 | Title                                           | Date First Elected/Appointed                                                                                  
|-------------------- | ----------------------------------------------- | --------------------------------------------------------------------------------------------------------------
|Joseph Hebert        | Director, President and CEO                     | January 28, 2016, President and CEO; December 8, 2003 as VP Exploration and as a Director on January 21, 2014.
|James Cragg (1), (2) | Director                                        | December 13, 2004                                                                                             
|Kevin Nishi (1,) (2) | Director                                        | February 16, 2015                                                                                             
|John Anderson(1)     | Director                                        | August 8, 2017                                                                                                
|Len Goldsmith        | Chief Financial Officer and Corporate Secretary | October 17, 2013, CFO;
        March 8, 2016, Corporate Secretary                                             

(1)Member of the Audit Committee

(2)Member of the Compensation Committee

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

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

Joseph Hebert

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

James Cragg

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




50 | Page




Kevin Nishi

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

John Anderson

Mr. John Anderson is the Chairman of
Purplefish Capital Management Limited (“Purplefish”), an independent Corporate Finance Advisory Firm with offices in
Vancouver, Geneva, and Beijing. They also have strategic relationships with groups focused on Chinese markets. Purplefish works
with companies to assist them in achieving strategic and financial objectives, and attract capital for business development and
growth. He has been an independent Director of Miranda since August 2017.

Len Goldsmith

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

B. 	Compensation

Miranda pays to each director, who is
not an employee, member of management, or a consultant to Miranda, an annual fee for their services as a director of Miranda, and
additional fees for chairing committees. In the fiscal year ended August 31, 2017, Miranda paid $42,216 in director fees (2016:
$40,248; 2015: $36,918). Directors of Miranda are entitled to be reimbursed for reasonable expenditures incurred in performing
their duties as directors. Miranda does, from time to time, grant options to purchase common shares to the directors.

The following table sets out details of
incentive stock options granted by Miranda to the non-executive directors during the fiscal year ended August 31, 2017.

|Name           | Date of Grant | Options Granted | Exercise Price | Expiry date 
|-------------- | ------------- | --------------- | -------------- | ------------
|James F. Cragg | Jan 25, 2017  | 100,000         | $ 0.09         | Jan 25, 2022
|Kevin Nishi    | Jan 25, 2017  | 100,000         | $ 0.09         | Jan 25, 2022
|John Anderson  | n/a           | n/a             | n/a            | n/a         



With effect from September 1, 2014, the
independent directors are paid an annual fee of US$12,000 with the chair of the audit committee being paid an additional US$4,000
a year and the chair of the compensation committee being paid an additional US$2,000 a year.




51 | Page




The following table is a summary of the
compensation paid to Miranda’s senior management in the most recently completed financial year ended August 31, 2017.

Summary Compensation

|Name and principal position                                                  | Fiscal year endedAugust 31 | Base
        salary | Health
        insurance
        and other
        fringe benefits | Other annual compensation | Securities
        Under
        Options Granted | Restricted
        Shares or
        Restricted
        Share
        Units ($)
|---------------------------------------------------------------------------- | -------------------------- | ------------------- | ------------------------------------------------------------------ | ------------------------- | ------------------------------------------------ | -------------------------------------------------------------------------------
|Joseph Hebert(1)
        President & CEO                                     | 2017                       | $ 234,024           | $ 67,361                                                           | Nil                       | 1,000,000                                        | Nil                                                                            
|Len Goldsmith(2)
        Chief FinancialOfficer, Corporate
        Secretary | 2017                       | Nil                 | Nil                                                                | $ 137,500                 | 750,000                                          | Nil                                                                            
|Kenneth D. Cunningham(3)Former Chairman                                      | 2017                       | $ 65,513            | $ 58,855                                                           | $ 175,504(4)              | 150,000                                          | Nil                                                                            

| | (1) | During the financial year ended August 31, 2017, Mr. Hebert was
paid US$177,269 (2016 - US$162,240; 2015 - US$162,240), the approximate Canadian dollar equivalent of $234,024 using an average
exchange rate for the current financial year of 1.3204 (2016 – 1.3273; 2015 – 1.2101). See “Termination of Employment,
Change in Responsibilities and Employment Contracts” below.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | During the financial year ended August 31, 2017, consulting fees
are paid to Goldnor Global Management Inc., a company owned by Len Goldsmith. Goldnor was paid consulting fees of $137,500 for
the provision of both the Chief Financial Officer and Corporate Secretary functions.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | During the financial year ended August 31, 2017, Mr. Cunningham
was paid US$49,500 salary (2016 - $119,929; 2015 - $212,230), the approximate Canadian dollar equivalent of $65,513 using an average
exchange rate for the current financial year of 1.3204 (2016 – 1.3273; 2015 – 1.2101).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | The Company accrued Mr. Cunningham’s termination benefit
of US$140,000 (CDN $175,504), as Mr. Cunningham’s contract was terminated on July 31, 2017.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------





Joseph Hebert, the President and Chief Executive
Officer for Miranda, entered into an amended and restated employment agreement (the “Hebert Agreement”) with Miranda
on January 28, 2016, pursuant to which Mr. Hebert agreed to perform the duties and fulfill the responsibilities consistent with
the position held in consideration of an annual salary of US$188,000, plus health and fringe benefits of approximately US$50,000
per year. Mr. Hebert’s employment pursuant to the Hebert Agreement is for an indefinite term, continuing until terminated
pursuant to the terms of the Hebert Agreement. Miranda may terminate the Hebert Agreement for cause, as more particularly set out
in the Hebert Agreement, or at any time without cause by payment to Mr. Hebert equal to two times his annual salary plus one times
his annual benefits, based on the annual salary and benefits pursuant to the Hebert Agreement at the time of termination, and all
wages and benefits owing to Mr. Hebert up to and including his last day of employment (collectively, the “Severance Package”,
as defined in the Hebert Agreement). Mr. Hebert may terminate the Hebert Agreement on 60-days’ written notice to Miranda
if: (i) Miranda makes a material adverse change in the salary, duties, or responsibilities assigned to Mr. Hebert pursuant to the
Hebert Agreement; or (ii) a “change in control” (as defined in the Hebert Agreement) of Miranda occurs; in either of
which cases, Miranda shall pay to Mr. Hebert the Severance Package. Mr. Hebert may terminate the Hebert Agreement at any time without
cause on 60-days’ written notice to Miranda, with all remaining salary and benefits ceasing on that effective date.



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




52 | Page






Kenneth D. Cunningham, the former Chairman
of Miranda, entered into an amended and restated employment agreement (the “Cunningham Agreement”) with Miranda on
January 28, 2016, pursuant to which Mr. Cunningham agreed to perform the duties and fulfill the responsibilities consistent with
the position held in consideration of an annual salary of US$54,000, plus health and fringe benefits of approximately US$44,000
per year. Miranda terminated the Cunningham Agreement on July 31, 2017, by negotiating a series of payments to Mr. Cunningham totaling
US$140,000 payable over a term of six months ending in May 2018.



C.	Board Practices

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

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



Audit committee charter

Purpose of the committee

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

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



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

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

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




53 | Page




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

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

Authority and responsibilities

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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






54 | Page




Audit committee members

For the fiscal year ended August 31,
2017, the Audit Committee of the Board of Miranda is comprised of Messrs. Kevin Nishi (Chair), James Cragg, and John Anderson.
All of the members are considered independent. All of the Audit Committee members have the ability to read and understand Miranda’s
financial statements.

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

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

John Anderson is a senior level businessman
with experience in financial matters and is financially literate.

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



Compensation Committee

Purpose of the Compensation Committee

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

For the fiscal year ended August 31,
2017, the Compensation Committee of the Board of Miranda included Messrs. James Cragg (Chair) and Kevin Nishi. Both members are
considered “independent” as that term is defined in applicable securities legislation.

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

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




55 | Page




D.	Employees

As of August 31, 2017, there is one full
time employee in the USA and eight full time employees in Colombia. Mr. Len Goldsmith, the Chief Financial Officer and Corporate
Secretary, is retained pursuant to the Goldnor Agreement.

E.	Share Ownership

The following table sets forth, as of
November 30, 2017, the number of Miranda’s common shares beneficially owned by the directors and members of senior management
of Miranda, individually, and as a group, and the percentage of ownership of the outstanding common shares represented by such
shares.

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

Directors and Senior Management
Share Ownership as at November 30, 2017

|Name of Beneficial
        Owner | Title of Class | Number of Securities of Class * | Percent of Class *
|-------------------------------- | -------------- | ------------------------------- | ------------------
|Joseph Hebert                    | Common         | 4,744,000                       | 4.29%             
|James F. Cragg                   | Common         | 441,994                         | 0.40%             
|Kevin Nishi                      | Common         | 522,222                         | 0.47%             
|John Anderson                    | Common         | -                               | -                 
|Len Goldsmith                    | Common         | 2,143,500                       | 1.94%             
|TOTAL                            | Common         | 7,851,716                       | 7.09%             



*Based
on 105,005,077 common shares outstanding, and assuming all of the options and warrants (5,693,611 as a group) held by directors
and officers as at November 30, 2017, were exercised.

| | · | Joseph Hebert owns 1,404,000 common shares;
1,315,000 warrants; and holds a total of 2,025,000 stock options with exercise prices and expiry dates as shown in the table below;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | James Cragg owns 79,494 common shares and
holds a total of 362,500 stock options with exercise prices and expiry dates as shown in the table below;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Kevin Nishi owns 111,111 common shares; 111,111
warrants; and holds a total of 300,000 stock options with exercise prices and expiry dates as shown in the table below;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Len Goldsmith owns 563,500 common shares;
280,000 warrants; and holds a total of 1,300,000 stock options with exercise prices and expiry dates as shown in the table below.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of November
30, 2017, the directors and officers held as a group, directly or indirectly, an aggregate of 2,158,105 common shares; 1,706,111
warrants; and 3,987,500 stock options.



Options to Purchase Securities



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

Summary of the
2013 Stock Option Plan

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




56 | Page




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

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

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

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

The names and titles of the Directors
and Executive Officers of Miranda to whom outstanding stock options have been granted and the number of common shares subject to
such options is set forth in the following table as of November 30, 2017, 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.




57 | Page




Stock Options Outstanding as at November
30, 2017:

|Name           | Title                            | Number of Shares of Common Stock                                      | Exercise Price
        $                                      | Expiration Date                                                                                                    
|-------------- | -------------------------------- | --------------------------------------------------------------------- | ------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------
|Joe Hebert     | Director,
        Senior Officer | 175,000
        250,000
        600,000
        1,000,000             | 0.155
        0.145
        0.120
        0.090               | October 17, 2018
        September 3, 2019
        January 28, 2021
        January 25, 2022                       
|James F. Cragg | Director                         | 62,500
        100,000
        100,000
        100,000                | 0.155
        0.145
        0.120
        0.090               | October 17, 2018
        September 3, 2019
        January 28, 2021
        January 25, 2022                       
|Kevin Nishi    | Director                         | 100,000
        100,000
        100,000                               | 0.145
        0.120
        0.090                             | February 16, 2020
        January 28, 2021
        January 25, 2022                                                
|John Anderson  | Director                         | -                                                                     | n/a                                                           | n/a                                                                                                                
|Len Goldsmith  | Senior Officer                   | 75,000
        75,000
        100,000
        300,000
        750,000 | 0.155
        0.145
        0.120
        0.120
        0.090 | October 17, 2018
        September 3, 2019
        January 28, 2021
        April 25, 2021
        January 25, 2022



Total Officers/Directors (6 persons) = 3,987,500
at November 30, 2017

Grand total Officers/Directors/Employees = 5,682,500
at November 30, 2017





ITEM 7	MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major Shareholders

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

| | · | Global Strategic Management Inc. reported on Schedule 13G to the Securities Exchange Commission
on February 2, 2017, that as at December 31, 2016, it held:
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Sole voting and dispositive power over 8,418,333 common shares of Miranda held in the name of Global
Strategic Management Inc., representing 8.0%, and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Sole and shared voting, and sole and shared dispositive power over 12,706,600 common shares of
Miranda held in the name of EuroPac Gold Fund, representing 12.1%; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Total, for a combined total of 21,124,933 common shares or 20.1% at December 31, 2016.
| | - | --------------------------------------------------------------------------------------

| | · | Sprott Inc. reported on Schedule 13G to the Securities Exchange Commission on July 8, 2016, that
as at June 30, 2016, it held sole voting and dispositive power over 4,248,685 common shares of Miranda representing 4.1%.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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




58 | Page




Miranda’s registered shareholder
list for Miranda’s common shares, dated February 28, 2017, showed 58 registered shareholders and 103,380,807 shares outstanding
of which 40 of these registered shareholders were US residents including one that is a depository for US residents, so that US
residents own 30,375,121 common shares representing 29.4% of the issued and outstanding shares of Miranda.

B.	Related Party Transactions

During
the year ended August 31, 2017, 2016, and 2015, the Company:





| | a) | paid $nil (2016 - $95,084; 2015 - $123,789) to Golden Oak
Corporate Services Ltd., a company controlled by a former common officer pursuant to a contract for consulting fees;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | paid $137,500 (2016 - $37,500; 2015 - $nil) to Goldnor Global
Management Inc. a company controlled by a common officer pursuant to a contract for consulting fees; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | paid fees to independent directors of $42,216 (2016 - $40,248;
2015 - $36,918).
| | -- | -------------------------------------------------------------------------------



At August
31, 2017, an amount of $189,926 for fees and/or expenses owed to directors and officers are included in accounts payable and accrued
liabilities (Aug. 31, 2016 - $25,462; Aug. 31, 2015 - $28,896). These amounts were settled in the ordinary course of business.



Other than as disclosed above, there
have been no transactions during the 2017 fiscal year which have materially affected or will materially affect Miranda in which
any director, executive officer, or beneficial holder of more than 5% of the outstanding common stock, or any of their respective
relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest. Management believes
the transactions referenced above were on terms at least as favorable to Miranda as Miranda could have obtained from unaffiliated
parties.



C.	Interests of Experts and
Counsel

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




59 | Page




ITEM 8	FINANCIAL
INFORMATION

A.	Consolidated Statements and
Other Financial Information



Financial Statements



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



Legal and Arbitration Proceedings



Miranda is not involved in
any legal or arbitration proceedings.



Dividends



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

B.	Significant Changes

No significant changes have occurred
since the date of Miranda’s most recent audited financial statements, August 31, 2017, other than disclosed in this Annual
Report on Form 20-F, items represented in Note 18 to the financial statements, and property update activities as reported in Note
10 to the financial statements for the year ended August 31, 2017.

ITEM 9	THE
OFFER AND LISTING

A.	Offer and Listing Details

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

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

TSX.V Stock Trading Activity, sales prices

|For the Fiscal Year ended | High
        $ | Low
        $
|------------------------- | -------------- | -------------
|August, 2017              | 0.17           | 0.065        
|August, 2016              | 0.18           | 0.055        
|August, 2015              | 0.15           | 0.070        
|August, 2014              | 0.21           | 0.110        
|August, 2013              | 0.34           | 0.125        






60 | Page




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

TSX.V Stock Trading Activity, sales by
quarter

|For the three month period
        ended | Volume     | High
        $ | Low
        $ | Maximum Close
        $
|---------------------------------------- | ---------- | -------------- | ------------- | -----------------------
|Nov 30/17                                | 3,838,226  | 0.075          | 0.050         | 0.075                  
|Aug 31/17                                | 4,568,234  | 0.090          | 0.070         | 0.085                  
|May 31/17                                | 5,590,043  | 0.105          | 0.075         | 0.105                  
|Feb 28/17                                | 8,163,304  | 0.110          | 0.065         | 0.110                  
|Nov 30/16                                | 10,971,886 | 0.170          | 0.065         | 0.160                  
|Aug 31/16                                | 12,741,266 | 0.180          | 0.085         | 0.165                  
|May 31/16                                | 13,775,215 | 0.120          | 0.075         | 0.110                  
|Feb 29/16                                | 3,271,459  | 0.100          | 0.055         | 0.090                  





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

TSX.V Stock Trading Activity, sales prices
by month

|Period ended | High
        $ | Low
        $
|------------ | -------------- | -------------
|Nov-17       | 0.060          | 0.050        
|Oct-17       | 0.060          | 0.050        
|Sep-17       | 0.075          | 0.055        
|Aug-17       | 0.080          | 0.070        
|Jul-17       | 0.090          | 0.075        
|Jun-17       | 0.085          | 0.110        



Price Fluctuations: Share Price
Volatility

In recent years, securities markets in
Canada have experienced a high level of price and volume volatility, and the market price of many resource companies, particularly
those considered speculative exploration companies, have experienced wide fluctuations in price which have not necessarily been
related to operating performance or underlying asset values on prospects of such companies. Miranda’s shares fluctuated during
fiscal 2017, from a low of $0.065 to a high of $0.170; and for the most recent six months from a low of $0.050 to a high of $0.090.
Exploration for minerals is considered high risk and highly speculative and the trading market for mineral exploration companies
is characteristically volatile, with wide fluctuation of price and volume only in part related to progress of exploration. There
can be no assurance that continual fluctuations in Miranda’s share price and volume will not occur.

B.	Plan of Distribution

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




61 | Page




C.	Markets

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

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



D.	Dilution

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

E.	Expenses of the Issue

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

ITEM 10	ADDITIONAL
INFORMATION

A.	Share Capital

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

B.	Memorandum and Articles of
Association

Incorporation

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

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

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

C.	Material Contracts

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

D.	Exchange Controls

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

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




62 | Page




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

E.	Taxation

Certain Canadian Federal Income
Tax Consequences

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

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

Dividends on Common Shares
and Other Income

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

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

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




63 | Page




Dispositions of Common Shares

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

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

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

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



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



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

Certain U.S. Tax Consequences

U.S. Federal Income Tax Consequences

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

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

U.S. Holders

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




64 | Page




Distributions on Our Common
Shares

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

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

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




65 | Page




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

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

Foreign Tax Credit

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

Disposition of Our Common
Shares

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




66 | Page




Other Considerations

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

Foreign Personal Holding Company

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

Foreign Investment Company

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

Passive Foreign Investment Company

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

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

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

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




67 | Page




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

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

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

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

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

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

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

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




68 | Page




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

Controlled Foreign Corporation

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

F.	Dividends and Paying Agents

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

G.	Statement by Experts

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

H.	Documents on Display

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

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




69 | Page




I.	Subsidiary Information

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



ITEM 11	QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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



ITEM 12	DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable





PART II

ITEM 13	DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable

ITEM 14	MATERIAL
MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

Not applicable

ITEM 15	CONTROLS
AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period
covered by this Form 20-F Annual Report for the fiscal year ended August 31, 2017, an evaluation was carried out under the supervision
of and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures
(as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and
the CFO have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures
were effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits
to the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable
rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated
and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding
required disclosure.

Management’s Report on Internal Control
over Financial Reporting

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

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

| | · | provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | expenditures
                                         of the Company are being made only in accordance with authorizations of management and
                                         directors of the Company; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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






70 | Page




The Company's management
assessed the effectiveness of the Company's internal control over financial reporting as of August 31, 2017. In making this assessment,
they used the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based on this assessment, management concluded that, as of August 31, 2017, the Company's internal
control over financial reporting was and is effective, based on those criteria.

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

Attestation Report
of the Registered Accounting Firm

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

Changes in Internal Controls over Financial
Reporting

There were no changes
in our internal control over financial reporting that occurred during our most recently completed fiscal year ended August 31,
2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



ITEM 15T	CONTROLS
AND PROCEDURES

Not applicable

ITEM 16	[RESERVED]

ITEM 16A	AUDIT COMMITTEE FINANCIAL
EXPERT

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

ITEM 16B	CODE OF ETHICS

Miranda adopted a Code of Business Conduct and
Ethics (the Code) on August 9, 2006, and as updated on June 30, 2017, and it is posted on www.sedar.com
and on EDGAR and was attached as an exhibit to Miranda’s Annual Report for the fiscal year ended August 31, 2007.
All directors, officers, employees and consultants of Miranda will comply with the Code, which reaffirms Miranda’s high standards
of business conduct.



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



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



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



- compliance with applicable governmental laws, rules and regulations;



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



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



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






71 | Page






ITEM 16C	PRINCIPAL ACCOUNTANT
FEES AND SERVICES

During the financial years ended August
31, 2017, 2016 and 2015, Davidson & Company LLP, Chartered Professional Accountants, (“Davidson”) served as Miranda’s
auditor.

The chart below sets forth the total
amount paid or accrued by Miranda to Davidson for services performed in the fiscal years 2017, 2016, and 2015; and breaks down
these amounts by category of service.

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

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

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

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

|Principal Accountant Fees
        and Services | Fiscal Year ended
        August 31, 2017
        $ | Fiscal Year ended
        August 31, 2016
        $ | Fiscal Year ended
        August 31, 2015
        $
|---------------------------------------------- | --------------------------------------------------- | --------------------------------------------------- | ---------------------------------------------------
|Audit Fees                                     | 37,500                                              | 45,900                                              | 44,000                                             
|Tax Fees                                       | 4,500                                               | 4,950                                               | 8,750                                              
|All Other Fees                                 | -                                                   | -                                                   | -                                                  
|TOTAL                                          | 42,000                                              | 50,850                                              | 52,750                                             

Audit Committee's pre-approval policies and procedures

The Audit Committee nominates and engages the
independent auditors to audit the financial statements, and approves all audit services, audit-related services, tax services,
and other services provided by Davidson. Any services provided by Davidson that are not specifically included within the scope
of the audit must be pre-approved by the audit committee prior to any engagement. The audit committee is permitted to approve certain
fees for audit-related services, tax services, and other services pursuant to a de minimusexception before the completion
of the engagement. In fiscal 2017, 2016, and 2015, fees paid to Davidson were approved pursuant to the de minimusexception
for tax services.






72 | Page




ITEM 16D	EXEMPTIONS FROM THE
LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable

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

Not Applicable

ITEM 16F	CHANGE IN REGISTRANT’S
CERTIFYING ACCOUNTANT

Not Applicable

ITEM 16G	CORPORATE GOVERNANCE

Not applicable

ITEM 16H	MINE SAFETY DISCLOSURE

Not applicable




73 | Page




PART
III

ITEM 17
	FINANCIAL STATEMENTS

Miranda is furnishing financial statements
under Item 18.

ITEM 18
	FINANCIAL STATEMENTS

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

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

| | a) | Auditor’s Report, dated December 7, 2017;
| | -- | -----------------------------------------

| | b) | Consolidated Statements of Financial Position as of August 31, 2017, and August 31, 2016;
| | -- | -----------------------------------------------------------------------------------------

| | c) | Consolidated Statements of Loss and Comprehensive Loss for the years ended August 31, 2017, August
31, 2016, and August 31, 2015;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------

| | d) | Consolidated Statements of Cash Flows for the years ended August 31, 2017, August 31, 2016, and
August 31, 2015;
| | -- | ----------------------------------------------------------------------------------------------------------------

| | e) | Consolidated Statements of Changes in Equity for the years ended August 31, 2017, August 31, 2016,
and August 31, 2015; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------

| | f) | Notes to Consolidated Financial Statements for the years ended August 31, 2017, August 31, 2016,
and August 31, 2015.
| | -- | ---------------------------------------------------------------------------------------------------------------------




74 | Page




ITEM 19	EXHIBITS

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

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



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

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

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

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



Signatures

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



MIRANDA GOLD CORP.

By: “Joseph P. Hebert”

Joseph P. Hebert, President, and Chief Executive
officer



Date: December 7, 2017




75 | Page




EXHIBIT INDEX

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



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






76 | Page
























CONSOLIDATED FINANCIAL STATEMENTS







For
the years ended August 31, 2017, 2016 and 2015



(Stated
in Canadian dollars)



























REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





To the Shareholders and Directors of

Miranda Gold Corp.





We have audited the accompanying consolidated
financial statements of Miranda Gold Corp., which comprise the consolidated statements of financial position as of August 31, 2017
and 2016, and the related consolidated statements of loss and comprehensive loss, changes in equity, and cash flows for the years
ended August 31, 2017, 2016, and 2015 and a summary of significant accounting policies and other explanatory information.



Management’s
Responsibility for the Consolidated Financial Statements



Management
is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.



Auditors’
Responsibility



Our
responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits
in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free from material misstatement.



An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the
auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements.



We
believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.



Opinion



In our opinion, these consolidated financial
statements present fairly, in all material respects, the financial position of Miranda Gold Corp. as at August 31, 2017 and 2016
and its financial performance and its cash flows for the years ended August 31, 2017, 2016 and 2015 in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board.



















Emphasis of Matter



Without qualifying our opinion, we draw attention
to Note 1 in the consolidated financial statements which indicate that Miranda Gold Corp. has suffered recurring losses from operations
and has a net capital deficiency. These matters, along with the other matters set forth in Note 1, indicate the existence of material
uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from
the outcome of this uncertainty.





“DAVIDSON & COMPANY LLP”





|Vancouver, Canada | Chartered Professional Accountants
|----------------- | ----------------------------------
|                  |                                   
|December 7, 2017  |                                   













MIRANDA
GOLD CORP.



CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION

(Stated in Canadian dollars)





|                                         |  | Note | August 31,
        2017 | August 31,
        2016
|---------------------------------------- |  | ---- | ----------------------- | -----------------------
|                                         |  |      |                         |                        
|ASSETS                                   |  |      |                         |                        
|Current                                  |  |      |                         |                        
|Cash                                     |  | 5    | $        1,243,911      | $	4,048,000            
|Amounts receivable                       |  | 6    | 4,166                   | 4,573                  
|Investments and marketable securities    |  | 7    | 220,040                 | 40,000                 
|Advances and prepaid expenses            |  | 8    | 42,100                  | 152,224                
|                                         |  |      | 1,510,217               | 4,244,797              
|                                         |  |      |                         |                        
|Equipment                                |  | 9    | 49,388                  | 67,918                 
|Exploration and evaluation assets        |  | 10   | 894,015                 | 349,184                
|                                         |  |      |                         |                        
|                                         |  |      | $	2,453,620             | $	4,661,899            
|                                         |  |      |                         |                        
|                                         |  |      |                         |                        
|LIABILITIES AND SHAREHOLDERS' EQUITY     |  |      |                         |                        
|Current                                  |  |      |                         |                        
|Accounts payable and accrued liabilities |  | 11   | $	268,033               | $	122,155              
|                                         |  |      |                         |                        
|Shareholders’ Equity                     |  |      |                         |                        
|Share capital                            |  | 12   | 31,280,144              | 31,148,478             
|Stock-based reserve                      |  |      | 7,006,899               | 6,873,431              
|Warrant reserves                         |  |      | 5,155,664               | 5,155,664              
|Accumulated other comprehensive loss     |  |      | (38,323)                | (64,811)               
|Deficit                                  |  |      | (41,218,797)            | (38,573,018)           
|                                         |  |      | 2,185,587               | 4,539,744              
|                                         |  |      |                         |                        
|                                         |  |      | $	2,453,620             | $	4,661,899            



Nature
and continuance of operations	1

Subsequent
events	 10 & 18



Approved for issue by the Board of
Directors on December 7, 2017.



They are signed on the Company’s
behalf by:





|“Joseph P. Hebert”         |  | “Kevin Nishi”        
|-------------------------- |  | ---------------------
|Joseph P. Hebert, Director |  | Kevin Nishi, Director








The accompanying notes form an integral part of these consolidated financial statements




MIRANDA
GOLD CORP.



CONSOLIDATED STATEMENTS
OF LOSS

AND COMPREHENSIVE
LOSS

(Stated in Canadian dollars)



|                                                                                |        | Year Ended August 31,
|------------------------------------------------------------------------------- | ------ | ---------------------
|                                                                                | Note   | 2017                 
|                                                                                |        |                      
|Expenses                                                                        |        |                      
|Consulting fees                                                                 | 13     | $       137,500      
|Depreciation                                                                    |        | 19,782               
|Directors’ fees                                                                 | 13     | 42,216               
|Exploration and evaluation expenditures                                         | 10     | 1,405,130            
|Exploration and evaluation
        expenditure
        recoveries               | 10     | (             -)     
|Exploration and evaluation recoveries                                           | 10     | -                    
|Foreign exchange                                                                |        | 94,002               
|Insurance                                                                       |        | 29,113               
|Investor relations                                                              |        | 154,867              
|Management fees earned                                                          |        | -                    
|Office, rent, telephone, sundry                                                 |        | 43,463               
|Professional fees                                                               |        | 114,959              
|Stock-based compensation                                                        | 12, 13 | 133,468              
|Travel and promotion                                                            |        | 24,585               
|Transfer agent, filing and regulatory                                           |        | 34,768               
|Wages and benefits                                                              | 13     | 413,379              
|                                                                                |        | (2,647,232)          
|                                                                                |        |                      
|Interest income                                                                 |        | 1,453                
|Loss on sale of equipment                                                       |        | (        -)          
|Loss on sale of marketable securities                                           | 4      | (        -)          
|Write-off of exploration and evaluation assets                                  | 10     | (        -)          
|                                                                                |        | 1,453                
|Loss for the year                                                               |        | (2,645,779)          
|                                                                                |        |                      
|Items that are or may be
        reclassified to profit or
        loss         |        |                      
|Marketable securities, net change to fair value                                 |        | (8,000)              
|Marketable securities, reclassified
        to profit
        or loss           |        | -                    
|Foreign currency translation
        differences for
        foreign operations |        | 34,488               
|Comprehensive loss for the year                                                 |        | $ (2,619,291)        
|Basic and diluted loss per share                                                |        | $          (0.03)    
|Weighted average number of
        shares outstanding                           |        | 103,674,511          






The accompanying notes form an integral part of these consolidated financial statements




MIRANDA GOLD CORP.



CONSOLIDATED STATEMENTS
OF CASH FLOWS

(Stated in Canadian dollars)







|                                               | Year ended August 31,
|---------------------------------------------- | ---------------------
|                                               | 2017                 
|                                               |                      
|CASH FLOWS FROM OPERATING ACTIVITIES           |                      
|Loss for the year                              | $   (2,645,779)      
|                                               |                      
|Items not involving cash:                      |                      
|Depreciation                                   | 19,782               
|Unrealized foreign exchange (gain) loss        | 81,288               
|Write-off of exploration and evaluation assets | -                    
|Stock-based compensation                       | 133,468              
|Loss on disposal of equipment                  | -                    
|Loss on sale of marketable securities          | -                    
|                                               |                      
|Changes in non-cash working capital balances:  |                      
|Amounts receivable                             | 407                  
|Advances and prepaid expenses                  | 110,124              
|Accounts payable and accrued liabilities       | 145,878              
|                                               | (2,154,832)          
|                                               |                      
|CASH FLOWS FROM INVESTING ACTIVITIES           |                      
|Exploration and evaluation asset acquisitions  | (618,414)            
|Exploration and evaluation asset recoveries    | -                    
|Proceeds from sale of equipment                | -                    
|Proceeds from sale of marketable securities    | -                    
|Equipment purchases                            | (1,809)              
|                                               | (620,223)            
|                                               |                      
|CASH FLOWS FROM FINANCING ACTIVITIES           |                      
|Shares issued                                  | -                    
|Share issue costs                              | (1,164)              
|                                               | (1,164)              
|Effect of foreign exchange on cash             | (27,870)             
|Change in cash during the year                 | (2,804,089)          
|Cash, beginning of year                        | 4,048,000            
|Cash, end of year                              | $   1,243,911        



Supplemental disclosure
with respect to cash flows – Note 16






The accompanying notes form an integral part of these consolidated financial statements




MIRANDA
GOLD CORP.



CONSOLIDATED STATEMENTS
OF CHANGES IN EQUITY

(Stated in Canadian dollars)



|                                                     | Year ended August 31,
|---------------------------------------------------- | ---------------------
|                                                     | 2017                 
|                                                     |                      
|Share capital:                                       |                      
|Balance, beginning of the year                       | $    31,148,478      
|Issuance of common shares                            | 132,830              
|Share issue costs                                    | (1,164)              
|Balance, end of the year                             | 31,280,144           
|                                                     |                      
|Reserves:                                            |                      
|Stock-based:                                         |                      
|Balance, beginning of the year                       | 6,873,431            
|Stock-based compensation                             | 133,468              
|Balance, end of the year                             | 7,006,899            
|                                                     |                      
|Warrants:                                            |                      
|Balance, beginning of the year                       | 5,155,664            
|Issuance of warrants                                 | -                    
|Balance, end of the year                             | 5,155,664            
|                                                     |                      
|Deficit:                                             |                      
|Balance, beginning of the year                       | (38,573,018)         
|Net loss for the year                                | (2,645,779)          
|Marketable securities reclassified to profit or loss | (          -)        
|Balance, end of the year                             | (41,218,797)         
|                                                     |                      
|Accumulated other comprehensive income (loss):       |                      
|Marketable securities fair value reserve:            |                      
|Balance, beginning of the year                       | 21,600               
|Net change in fair value of marketable securities    | (8,000)              
|Marketable securities reclassified to profit or loss | (        -)          
|Balance, end of the year                             | 13,600               
|                                                     |                      
|Foreign currency translation adjustment:             |                      
|Balance, beginning of the year                       | (86,411)             
|Change for the year                                  | 34,488               
|Balance, end of the year                             | (51,923)             
|Total accumulated other comprehensive income (loss)  | (38,323)             
|Total shareholders’ equity                           | $     2,185,587      
|Number of common shares outstanding:                 |                      
|Balance, beginning of the year                       | 103,380,807          
|Shares issued during year                            | 1,624,270            
|Number of common shares outstanding                  | 105,005,077          








The accompanying notes form an integral part of these consolidated financial statements








Miranda
Gold Corp.

Notes to the Consolidated Financial Statements

For the years
ended August 31, 2017, 2016, and 2015

(Stated in Canadian dollars)





| | 1. | NATURE OF OPERATIONS AND GOING CONCERN
| | -- | --------------------------------------



Miranda Gold Corp. (“Miranda”
or the “Company”) is a publicly traded company incorporated under the laws of the Province of British Columbia, Canada.
The Company’s shares are listed on the TSX Venture Exchange (“TSX-V”). The corporate head office of the Company
is 15381 – 36th Avenue, South Surrey, BC, Canada, V3Z 0J5. The Company is engaged in the identification, acquisition,
exploration and, if warranted, development of exploration and evaluation assets in the United States and Colombia. The consolidated
financial statements of the Company as at and for the year ended August 31, 2017, comprise the Company and its subsidiaries (Note
3). The Company is considered to be in the exploration stage, as it has not placed any of its exploration and evaluation assets
into production.



The Company is in the process of
exploring its exploration and evaluation assets and has not yet determined whether any of its properties contain mineral reserves
that are economically recoverable. The recoverability of the amounts spent for exploration and evaluation is dependent upon the
existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration
and development of its properties, and upon future profitable production or proceeds from the disposition of the properties.



The operations of the Company will
require various licenses and permits from various governmental authorities that are, or may be granted subject to various conditions
and may be subject to renewal from time to time. There can be no assurance that the Company will be able to comply with such conditions
and obtain or retain all necessary licenses and permits that may be required to carry out exploration, development and mining operations
at its projects. Failure to comply with these conditions may render the licences liable to forfeiture.



These consolidated financial statements
are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities
in the normal course of business in the foreseeable future. The Company’s ability to continue on a going concern basis beyond
the next twelve months depends on its ability to successfully raise additional financing for the substantial capital expenditures
required to achieve planned principal operations. While the Company has been successful in the past in obtaining financing, there
is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable
to the Company.



These material uncertainties raise
substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not reflect
adjustments that would be necessary if the going concern assumption were not appropriate, which could be material.



| | 2. | BASIS OF PRESENTATION
| | -- | ---------------------



| | a) | Statement of compliance
| | -- | -----------------------



These consolidated financial statements
have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International
Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee
("IFRIC"). The policies applied in these financial statements are based on the IFRS issued and outstanding as at August
31, 2017.



| | b) | Basis of measurement
| | -- | --------------------



These consolidated financial statements
have been prepared on the historical cost basis except for certain financial instruments that are measured at fair value. In addition,
these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.






1










| | c) | Functional and presentation currency
| | -- | ------------------------------------



The presentation currency of the
Company is the Canadian dollar.



Items included in the financial statements
of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates
(the “functional currency”) and has been determined for each entity within the Company. The functional currency of
Miranda Gold Corp., the parent company, is the Canadian dollar and the functional currency of the Company’s US subsidiary,
Miranda Gold USA Inc., is the United States dollar. The functional currency of all of the Company’s Canadian subsidiaries
is the Canadian dollar, and the functional currency of all of the Colombian branch operations and Colombian simplified share companies
is also the Canadian dollar. The functional currency determinations were conducted through an analysis of the consideration factors
identified in IAS 21 - The Effects of Changes in Foreign Exchange Rates (“IAS 21”).



| | d) | Use of estimates and judgments
| | -- | ------------------------------



The preparation of the consolidated
financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application
of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these
estimates.



Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised
and in any future periods affected.



| | (i) | Critical accounting estimates
| | --- | -----------------------------



Critical accounting estimates are
estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities
within the next financial year and are, but are not limited to, the following:



Estimated useful lives of equipment



The estimated useful lives of equipment
that are included in the consolidated statements of financial position will impact the amount and timing of the related depreciation
included in operations.



Share-based compensation



The fair value of stock options issued
are subject to the limitations of the Black-Scholes option-pricing model that incorporates market data and involves uncertainty
in estimates used by management in the assumptions. Because the Black-Scholes option-pricing model requires the input of highly
subjective assumptions, including the volatility of share prices, changes in subjective input assumptions can materially affect
the fair value estimate.



| | (ii) | Critical accounting judgments
| | ---- | -----------------------------



Information about critical judgments
in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements
are, but are not limited to, the following:



Going concern presentation



Management has determined that the
going concern presentation of the consolidated financial statements as discussed in Note 1, which assumes that the Company will
continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal
course of operations as they come due, is appropriate.






2










Carrying value and the recoverability
of exploration and evaluation assets



Management has determined that exploration
and evaluation costs incurred that have been capitalized may have future economic benefits and may be economically recoverable.
Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including
geologic and other technical information, scoping and feasibility studies, accessibility of facilities and existing permits.



Investment in private company



Management
has determined that the Company’s former interest in the Willow Creek property had transferred to a 30% investment in a private
company to which the Company determined it did not have significant influence over. The Company recorded the investment at cost.
The Company considered factors of IAS 28 and related guidance in making this assessment.



Determination of functional currency



In accordance with IAS 21, management
determined that the functional currency of the Company, its Canadian subsidiaries, and its Colombian branch operations is the Canadian
dollar, while the functional currency of its US subsidiary, Miranda Gold USA Inc., is the US dollar.



| | 3. | SIGNIFICANT ACCOUNTING POLICIES
| | -- | -------------------------------



Principles
of consolidation



These
consolidated financial statements include the accounts of the Company, its subsidiaries and branch operations; from the date control
was acquired. Control exists when the Company possesses power over an investee, has exposure to variable returns from the investee
and has the ability to use its power over the investee to affect its returns. Intercompany balances and transactions, and any income
and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.



|Name of subsidiary                                       | Place of incorporation                                               | Ownership interest | Principal activity         
|-------------------------------------------------------- | -------------------------------------------------------------------- | ------------------ | ---------------------------
|Miranda Gold U.S.A., Inc.                                | State of Nevada                                                      | 100%               | Mineral exploration company
|Miranda Gold Colombia I Ltd.
        (“MAD I”)           | Province of British Columbia                                         | 100%               | Holding company            
|Miranda Gold Colombia II Ltd.
        (“MAD II”)         | Province of British Columbia,
        with branch office in Colombia | 100%               | Mineral exploration company
|Miranda Gold Colombia III Ltd.(1)
        (“MAD III”)    | Province of British Columbia                                         | 100%               | Holding company            
|Miranda Gold Colombia III S.A.S.
        (“MAD III SAS”) | Colombia                                                             | 100%               | Holding company            
|Minera Mallama S.A.S.
        (“Mallama SAS”)            | Colombia                                                             | 100%               | Mineral Exploration Company
|Miranda Gold Colombia IV Ltd. (“MAD IV”)                 | Province of British Columbia                                         | 100%               | Mineral exploration company
|Miranda Gold Colombia V Ltd. (“MAD V”)                   | Province of British Columbia                                         | 100%               | Holding Company            
|Riosucio Minera S.A.S.
        (“Riosucio”)              | Colombia                                                             | 100%               | Mineral exploration company



(1)formerly Rovira Mining Limited (“Rovira”)






3








Determination
of control by one entity over another



Subsidiaries
are entities controlled by the Company and are consolidated. Investments in associates and joint ventures are those entities in
which the Company has significant influence, but not control or joint control, and are accounted for using the equity method.



As
at August 31, 2017, Miranda owned a notional 30% interest in the Alaska Gold Torrent, LLC (a limited liability company) (“AGT
LLC”) (refer to Note 10(g)), which was subsequently diluted to 14%. If an investor holds 20% or more of the voting power
of the investee, it is presumed that the investor has significant influence over the investee, unless it can be clearly demonstrated
that this is not the case. The Company has used its judgment and analysis to determine that it has neither significant influence
nor control over AGT LLC.



Foreign
currency translation



Transactions
in foreign currencies are initially recorded in the functional currency by applying exchange rates at the dates of the transactions
in the financial statements of each entity in the Company.



Monetary
assets and liabilities denominated in foreign currencies at the reporting date are re-translated to the functional currency at
the reporting date exchange rate.



Non-monetary
items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of
the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are re-translated
to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising
on re-translation are recognized in operations.



On
consolidation, for subsidiaries with functional currencies other than the Canadian dollar, the assets and liabilities are translated
into Canadian dollars using the period-end rate and the operations and cash flows are translated using the average rates of exchange.
Exchange adjustments arising when the opening net assets and profit or loss are translated into Canadian dollars are taken into
a separate component of equity and reported in other comprehensive profit or loss.



Equipment



Equipment
is recorded at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is recognized in operations
on a declining balance basis or straight-line basis, over the estimated useful lives of each asset or component part of an item
of equipment, the choice is dependant on which most closely reflects the expected pattern of consumption of the future economic
benefits embodied in the asset. Depreciation is taken on a declining balance basis, with depreciation rates ranging from 20% to
100%.



Where
an item of equipment is composed of major components with different useful lives, the components are accounted for as separate
items of equipment. Expenditures incurred to replace a component of an item of equipment that is accounted for separately, including
major inspection and overhaul expenditures, are capitalized.








4








Exploration
and evaluation assets and expenditures



Upon
acquiring the legal right to explore a property, all direct costs related to the acquisition of mineral property interests are
capitalized. Exploration and evaluation expenditures incurred prior to the determination of the feasibility of mining operations
and a decision to proceed with development are charged to operations as incurred. The Company will perform an impairment test on
transition from the exploration and evaluation stage to the development stage.



Expenditures
incurred subsequent to a development decision, and to increase or to extend the life of existing production, are capitalized and
will be transferred to property, plant and equipment and amortized on the unit-of-production method based upon estimated proven
and probable reserves. When there is little prospect of further work on a property being carried out by the Company, the remaining
deferred costs associated with that property will be assessed for impairment.



The Company assesses exploration
and evaluation assets for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount.



Restoration,
rehabilitation and environmental obligations



An
obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the
exploration or development of a mineral property interest. Such costs arising from the decommissioning of a plant and other site
preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying
amount of the asset, along with a corresponding liability as soon as the obligation to incur such costs arises. The timing of the
actual rehabilitation expenditure is dependent on a number of factors such as the life and nature of the asset, the operating license
conditions and, when applicable, the environment in which the mine operates.



A
liability is recognized for legal obligations relating to the restoration, rehabilitation and retirement of property, plant or
equipment obligations arising from the acquisition, construction, development or normal operation of those assets. Such decommissioning
liabilities are recognized at fair value, when a reasonable estimate of fair value can be made, in the period in which the liability
is incurred. A corresponding increase to the carrying amount of the related asset where one is identifiable is recorded and amortized
over the life of the asset. Where a related asset is not easily identifiable with a liability, the change in fair value over the
course of the year is expensed. The amount of the liability is subject to re-measurement at each reporting period. The estimates
are based principally on legal and regulatory requirements.



It
is possible that the Company’s estimate of its ultimate reclamation liabilities could change as a result of changes in regulations;
the extent of environmental remediation required or completed and the means of reclamation or changes in cost estimates. Changes
in estimates are accounted for prospectively commencing in the period the estimate is revised.



The
Company has no material restoration, rehabilitation and environmental obligations as all environmental disturbances to date has
been minimal.






5






Impairment



The
carrying amounts of the Company’s non-financial assets, other than deferred tax assets if any, are reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable
amount is estimated.



For
the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets
that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets
(the “cash-generating unit” or “CGU”). The recoverable amount of an asset or CGU is the greater of its
value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset.



An
impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment
losses are recognized in operations.



Impairment
losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An
impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. A reversal of an impairment
loss is recognized immediately in operations.



Provisions



A
provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be
estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions
are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the
time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost. The
Company has not recorded any provisions for any of the financial years presented.



Financial
assets



| | (i) | Financial assets at fair value through profit or loss (“FVTPL”)
| | --- | ---------------------------------------------------------------



Financial
assets at FVTPL are financial assets held for trading. A financial asset is classified in this category if acquired principally
for the purpose of selling in the short term, or if so designated by management. Derivatives are also categorized as FVTPL unless
they are designated as effective hedges. Assets in this category include cash.



Financial
assets at FVTPL are initially recognized, and subsequently carried, at fair value with changes recognized in operations. Attributable
transaction costs are recognized in operations when incurred.



| | (ii) | Financial assets available for sale (“AFS”)
| | ---- | -------------------------------------------



Financial
assets available for sale are measured at fair value with unrealized gains and losses recognized in other comprehensive income
or loss (“OCI”) except for losses in value that are considered other than temporary or a significant or prolonged decline
in the fair value of that investment below its cost. Assets in this category include investments and marketable securities.






6






Financial
assets AFS are initially recognized, and subsequently carried at fair value with changes recognized in OCI. Attributable acquisition
transaction costs, if any, are recognized in the initial fair value.



| | (iii) | Loans and receivables
| | ----- | ---------------------



Loans
and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
They are included in current assets, except for those with maturities greater than 12 months or those that are expected to be settled
after 12 months from the end of the reporting period; which are classified as non-current assets. Assets in this category include
amounts receivable and advances.



Loans
and receivables are initially recognized at fair value plus any directly attributable transaction costs and subsequently carried
at amortized cost using the effective interest method, except for short-term receivables when the recognition of interest would
be immaterial.



The
effective interest method is used to determine the amortized cost of loans and receivables and to allocate interest income over
the corresponding period. The effective interest rate is the rate that discounts estimated future cash receipts over the expected
life of the financial asset, or, where appropriate, a shorter period.



| | (iv) | Impairment of financial assets
| | ---- | ------------------------------



Financial
assets, other than those at FVTPL, are assessed for indicators of impairment at each reporting period end. Financial assets are
impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of
the financial asset, the estimated future cash flows of the investment have been impacted.



Objective
evidence of impairment could include the following:



| | · | Significant financial difficulty of the issuer
or counterparty;
| | - | ---------------------------------------------------------------

| | · | Default or delinquency in interest or principal
payments; or
| | - | ------------------------------------------------------------

| | · | It has become probable that the borrower will
enter bankruptcy or financial reorganization.
| | - | -------------------------------------------------------------------------------------------



For
financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount
and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest
rate.



The carrying amount of all financial
assets, excluding amounts receivable, is directly reduced by the impairment loss. The carrying value of amounts receivable is reduced
through the use of an allowance account. When a receivable is considered uncollectible, it is written off against the allowance
account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying
amount of the allowance account are recognized in operations.



For
financial assets measured at amortized cost, if in a subsequent period, the amount of the impairment loss decreases and the decrease
can be related objectively to an event occurring after the impairment losses were recognized, the previously recognized impairment
loss is reversed through operations to the extent that the carrying amount of the asset at the date the impairment is reversed
does not exceed what the amortized cost would have been had the impairment not been recognized.






7






| | (v) | De-recognition of financial assets
| | --- | ----------------------------------



Financial
assets are de-recognized when the rights to receive cash flows from the assets expire or the financial assets are transferred and
the Company has transferred substantially all of the risks and rewards of ownership of the financial assets. On de-recognition
of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and receivable
and the cumulative gain or loss that had been recognized directly in equity is recognized in operations.



Financial
liabilities and equity



Debt
and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual
arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by the group entities are recorded at the proceeds received, net of direct issue
costs.



Financial
liabilities are classified as either financial liabilities at FVTPL or other financial liabilities.



At
the end of each reporting period subsequent to initial recognition, financial liabilities at FVTPL are measured at fair value,
with changes in fair value recognized directly in operations in the period in which they arise.



Other
financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized
cost using the effective interest method, with interest expense recognized on an effective yield basis.



The
Company has classified accounts payable and accrued liabilities as other financial liabilities.



Share
capital



Common
shares are classified as share capital. Incremental costs directly attributable to the issue of common shares are recognized as
a deduction from equity.



Warrants



The
Company accounts for warrants issued as part of a unit offering financing using the relative fair value method. Under this method,
the value of warrants issued is measured at fair value at the issue date using the Black-Scholes valuation model and recorded as
share capital if and when the warrants are exercised.



Loss
per share



The
Company presents basic and diluted earnings (loss) per share (“EPS”) data for its common shares. Basic EPS is calculated
by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding
during the period. Diluted loss per share is calculated by dividing the earnings (loss) by the weighted average number of common
shares outstanding assuming that the proceeds to be received on the exercise of dilutive share options and warrants are used to
repurchase common shares at the average market price during the period.



In
the Company’s case, diluted loss per share is the same as basic loss per share, as the effect of outstanding share options
and warrants on loss per share would be anti-dilutive.






8




Stock-based
compensation



The
stock option plan allows Company directors, employees, and consultants to acquire shares of the Company. The fair value of options
granted is recognized as a stock-based compensation expense with a corresponding increase in equity. An individual is classified
as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those
performed by a direct employee. Consideration paid on the exercise of stock options is credited to share capital and the fair value
of the options is reclassified from stock-based reserve to share capital.



The
fair value is measured at grant date and each tranche is recognized over the period during which the options vest. The fair value
of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon
which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect
the number of stock options that are expected to vest.



Stock-based
payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted
for as equity-settled stock-based payment transactions.



Accumulated
other comprehensive income or loss



Accumulated
other comprehensive income or loss (“AOCI”) consists of certain unrealized gains or losses and other reclassifications.
The Company’s financial statements include a Statement of Loss and Comprehensive Loss, which includes the components of comprehensive
income or loss.



For
the Company, AOCI is comprised of unrealized gains or losses on available for sale financial assets, and foreign currency translation
differences for foreign operations - both of which are presented within the shareholders’ equity section of the statement
of financial position.



Income
taxes



Current
tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.



Deferred
tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purpose. Deferred tax is not recognized for the following temporary differences: the
initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting
nor taxable operations, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that
it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary
differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied
to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting
date.



Deferred
tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and
they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they
intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.



A
deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it
is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed
at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.






9






Related
party transactions



Parties are considered to be related
if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other
party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered
to be a related party transaction when there is a transfer of resources or obligations between related parties.



New standards, interpretations and
amendments not yet effective



A number of new standards, amendments
to standards and interpretations are not yet effective as of August 31, 2017, and have not been applied in preparing these consolidated
financial statements. None of these are expected to have a material effect on the financial statements of the Company.



i.New standards, effective for annual periods beginning on or after January 1, 2018



New
standard IFRS 2 Classification and Measurement of Share-based Payment Transactions – Amendments to IFRS 2

The IASB issued amendments
to IFRS 2 Share-based Payment in relation to the classification and measurement of share-based payment transactions. The amendments
address three main areas:

| | · | The effects of vesting conditions on the measurement of a cash-settled
share-based payment transaction;
| | - | -------------------------------------------------------------------------------------------------------

| | · | The classification of a share-based payment transaction with net
settlement features for withholding tax obligations; and
| | - | -------------------------------------------------------------------------------------------------------------------------

| | · | The accounting where a modification to the terms and conditions of
a share-based payment transaction changes its classification from cash-settled to equity- settled.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



New standard IFRS 9
Financial Instruments – Classification and Measurement

IFRS 9 is a new standard on financial
instruments that will replace IAS 39, Financial Instruments: Recognition and Measurement.



IFRS 9 addresses classification and
measurement of financial assets and financial liabilities as well as de-recognition of financial instruments. IFRS 9 has two measurement
categories for financial assets: amortized cost and fair value. All equity instruments are measured at fair value. A debt instrument
is at amortized cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal
and interest. Otherwise it is at fair value through profit or loss.



New standard IFRS 15
Revenue from Contracts with Customers

IFRS 15 replaces all existing revenue
requirements in IFRS (IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements
for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers and SIC 31 Revenue – Barter Transactions
Involving Advertising Services) and applies to all revenue arising from contracts with customers, unless the contracts are in the
scope of other standards, such as IAS 17 (or IFRS 16 Leases, once applied). Its requirements also provide a model for the recognition
and measurement of gains and losses on disposal of certain non-financial assets, including property, plant and equipment and intangible
assets.



The standard outlines the principles
an entity must apply to measure and recognise revenue. The core principle is that an entity will recognise revenue at an amount
that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a
customer.






10






| | 4. | FINANCIAL INSTRUMENTS AND Risk MANAGEMENT
| | -- | -----------------------------------------



Categories
of Financial Assets and Financial Liabilities



Financial instruments are classified
into one of the following categories: FVTPL; held-to-maturity investments; loans and receivables; available-for-sale; or other
liabilities. The carrying values of the Company’s financial instruments are classified into the following categories:



|Financial Instrument                             | Category              | August 31,
        2017 | August 31,
        2016
|------------------------------------------------ | --------------------- | ----------------------- | -----------------------
|Cash                                             | FVTPL                 | $        1,243,911      | $        4,048,000     
|Amounts receivable                               | Loans and receivables | 4,166                   | 4,573                  
|Marketable securities                            | Available-for-sale    | 32,000                  | 40,000                 
|Investments                                      | Available-for-sale    | 188,040                 | -                      
|Advances                                         | Loans and receivables | 473                     | 5,740                  
|Accounts payable and
        accrued liabilities | Other liabilities     | (268,033)               | (122,155)              



The Company’s financial instruments
recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described
in the following hierarchy:



Level 1 - 	Quoted
prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in
which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.



Level 2 - 	Pricing
inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly
observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time
value and volatility factors, which can be substantially observed or corroborated in the market place.



Level 3 - 	Valuations
in this level are those with inputs for the asset or liability that are not based on observable market data.



The recorded amounts for amounts
receivable, advances, and accounts payable and accrued liabilities approximate their fair value due to their short-term nature.
Cash and marketable securities are recorded at fair value and are calculated under the fair value hierarchy and measured using
Level 1, Level 2, or Level 3 inputs, as appropriate.



Fair value of
cash, investments and marketable securities



|Financial Instrument  | Quoted prices in active markets for identical assets | Significant other observable inputs | Significant unobservable inputs | Total as at
        August 31,
        2017
|--------------------- | ---------------------------------------------------- | ----------------------------------- | ------------------------------- | -------------------------------------------
|                      | Level 1                                              | Level 2                             | Level 3                         |                                            
|Cash                  | $        1,243,911                                   | $                        -          | $                      -        | $     1,243,911                            
|Investments           | -                                                    | -                                   | 188,040                         | 188,040                                    
|Marketable securities | 32,000                                               | -                                   | -                               | 32,000                                     
|                      | $        1,275,911                                   | $                        -          | $          188,040              | $     1,463,951                            








11






|Financial Instrument  | Quoted prices in active markets for identical assets | Significant other observable inputs | Significant unobservable inputs | Total as at
        August 31,
        2016
|--------------------- | ---------------------------------------------------- | ----------------------------------- | ------------------------------- | -------------------------------------------
|                      | Level 1                                              | Level 2                             | Level 3                         |                                            
|Cash                  | $        4,048,000                                   | $                           -       | $                      -        | $     4,048,000                            
|Marketable securities | 40,000                                               | -                                   | -                               | 40,000                                     
|                      | $        4,088,000                                   | $                           -       | $                      -        | $     4,088,000                            



During the year ended August 31,
2017:



| | a) | The Company transferred its share of AGT LLC from exploration and
evaluation assets (Willow Creek) to investments and marketable securities.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------



During the year ended August 31,
2016:



| | a) | The Company sold 400,000 shares of Red Eagle Mining Corp. (“Red
Eagle”) for net proceeds of $142,238, incurring a loss on sale of marketable securities of $5,554.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



During the year ended August
31, 2015:



| | a) | The Company sold 250,000 shares of NuLegacy Gold Corporation (“NuLegacy”)
for net proceeds of $31,690, incurring a loss on sale of marketable securities of $18,623.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



Risk management





The Company’s risk exposures
and the impact on the Company’s financial instruments are summarized as follows:



Credit Risk



Credit risk is the risk of potential
loss to the Company if a counter-party to a financial instrument fails to meet its contractual obligations. The Company’s
credit risk is primarily attributable to its liquid financial assets, including cash, receivables, and balances receivable from
the government. The Company limits the exposure to credit risk in its cash by only investing its cash with high-credit quality
financial institutions in business and savings accounts, guaranteed investment certificates and in government treasury bills which
are available on demand by the Company for its programs.



Liquidity Risk



Liquidity risk is the risk that the
Company will not have the resources to meet its obligations as they fall due. The Company manages this risk by closely monitoring
cash forecasts and managing resources to ensure that it will have sufficient liquidity to meet its obligations. All of the Company’s
financial liabilities are classified as current and are anticipated to mature within the next sixty days.






12






Market Risk



Market risk is the risk of loss that
may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These
fluctuations may be significant.



| | (a) | Interest Rate Risk: The Company is exposed to interest rate risk to the extent that its
cash balances bear variable rates of interest. The interest rate risks on cash and on the Company’s obligations are not considered
significant.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Foreign Currency Risk: The Company has identified its functional currencies as the Canadian
dollar and the US dollar. Transactions are transacted in Canadian dollars, US dollars, and Colombian Pesos (“COP”).
The Company maintains US dollar bank accounts in Canada and the United States, and maintains COP bank accounts in Colombia to support
the cash needs of its foreign operations. Management does not hedge its foreign exchange risk. At August 31, 2017, one Canadian
dollar was equal to $0.7977 US dollars and 2,351 Colombian Pesos.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Balances are as follows as at August
31, 2017:



|                                         | US dollars | Colombian Pesos | Canadian dollar equivalent
|---------------------------------------- | ---------- | --------------- | --------------------------
|Cash                                     | 648,422    | 78,243,384      | 846,139                   
|Amounts receivable                       | -          | 3,728,352       | 1,586                     
|Advances and deposits                    | -          | 1,113,285       | 473                       
|                                         | 648,422    | 83,085,021      | 848,198                   
|Accounts payable and accrued liabilities | (147,288)  | (81,747,808)    | (219,408)                 
|Net monetary assets                      | 501,134    | 1,337,213       | 628,790                   



Based upon the above net exposures
and assuming that all other variables remain constant, a 10% increase or decrease in the Canadian dollar against the US dollar
and the Colombian Peso would result in a decrease or increase in the reported loss of approximately $62,900 in the year.



| | (c) | Commodity Price Risk: While the value of the Company’s exploration and evaluation
assets is related to the price of gold and the outlook for this mineral, the Company currently does not have any operating mines
and hence does not have any hedging or other commodity based risks in respect to its operational activities.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Historically, the price of gold has
fluctuated significantly and is affected by numerous factors outside of the Company’s control, including but not limited
to industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production,
short-term changes in supply and demand because of speculative hedging activities, and certain other factors related specifically
to gold.






13




| | 5. | CASH
| | -- | ----



|                                     | As at August 31, 2017 | As at August 31, 2016
|------------------------------------ | --------------------- | ---------------------
|Canadian dollar denominated deposits | $             397,772 | $          1,234,722 
|US dollar denominated deposits       | 812,862               | 2,764,743            
|Colombian Peso denominated deposits  | 33,277                | 48,535               
|                                     |                       |                      
|Total                                | $          1,243,911  | $          4,048,000 



| | 6. | AMOUNTS RECEIVABLE
| | -- | ------------------



|                                                                                    | As at August 31, 2017   | As at August 31, 2016  
|----------------------------------------------------------------------------------- | ----------------------- | -----------------------
|Amounts due from the Government of Canada
        pursuant to GST input tax credits | $                 2,580 | $                 2,116
|Other amounts receivable                                                            | 1,586                   | 2,457                  
|                                                                                    |                         |                        
|Total                                                                               | $                 4,166 | $                4,573 



| | 7. | INVESTMENTS and MARKETABLE SECURITIES
| | -- | -------------------------------------



At August 31, 2017, the Company had
the following investments and marketable securities:



|                                       |                          |              | August 31, 2016                               | August 31, 2017                              | Fair Value
        at
        August 31, 2017
|-------------------------------------- | ------------------------ | ------------ | --------------------------------------------- | -------------------------------------------- | ---------------------------------------------
|Available-for-sale Securities          | Number of
        Shares | Cost         | Accumulated unrealized holding gains (losses) | Unrealized gains (losses) for the year ended | Accumulated unrealized holding gains (losses)
|Publicly traded companies:             |                          |              |                                               |                                              |                                              
|Prism Resources Inc.
        (“Prism”) | 200,000                  | $     18,400 | $         21,600                              | $         (8,000)                            | $       13,600                               
|Privately held companies:              |                          |              |                                               |                                              |                                              
|Alaska Gold Torrent, LLC               | 300                      | 188,040      | -                                             | -                                            | -                                            
|Total                                  | 200,300                  | $  206,440   | $        21,600                               | $       (8,000)                              | $      13,600                                



During the year ended
August 31, 2017, the Company transferred its share of AGT LLC from exploration and evaluation assets (Willow Creek) to investments
and marketable securities at cost (Note 10(g)).



On November 11, 2017, the Company
signed a binding Letter of Agreement (“LOI”) with Gold Torrent, Inc. (“GTI”) for the sale of its diluted
14% share of AGT LLC. The closing date (“Closing Date”) shall be the date on which GTI completes its listing on the
Toronto Stock Venture Exchange - expected to occur on or before March 15, 2018 - or such other date as is mutually agreed upon
by the parties. The LOI will automatically expire on May 1, 2018, or on such other date as mutually agreed upon by the parties.






14




The purchase price to be paid by
GTI shall consist of:



| | • | US$1,000,000 - as a firm obligation, in cash, to be paid to Miranda by GTI as follows:
| | - | --------------------------------------------------------------------------------------



| | o | US$250,000 paid on the Closing Date;
| | - | ------------------------------------

| | o | US$250,000 on the first annual anniversary of the Closing Date; and
| | - | -------------------------------------------------------------------

| | o | US$500,000 on the second annual anniversary of the Closing Date.
| | - | ----------------------------------------------------------------



| | • | 500,000 share units of GTI (one common share and 1⁄2 warrant) to be issued to the Company
by GTI at the Closing Date: and
| | - | -----------------------------------------------------------------------------------------------------------------------



| | • | Payment by GTI to the Company of US$4.00 per ounce of gold produced by the AGT LLC in excess of
120,000 ounces - up to a maximum of 400,000 ounces – such payment expected to total US$1,120,000.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At August 31, 2016, the Company had
the following marketable securities recognized at fair value:



|                                                   |                          |                   | August 31, 2015                               | August 31, 2016                              | Fair Value
        at
        August 31, 2016
|-------------------------------------------------- | ------------------------ | ----------------- | --------------------------------------------- | -------------------------------------------- | ---------------------------------------------
|Available-for-sale Securities                      | Number of
        Shares | Cost              | Accumulated unrealized holding gains (losses) | Unrealized gains (losses) for the year ended | Accumulated unrealized holding gains (losses)
|Publicly traded companies:                         |                          |                   |                                               |                                              |                                              
|Red Eagle Mining Corporation
        (“Red Eagle”) | -                        | $               - | $           (33,792)                          | $          33,792                            | $                     -                      
|Prism Resources Inc.
        (“Prism”)             | 200,000                  | 18,400            | (10,400)                                      | 32,000                                       | 21,600                                       
|                                                   |                          | $      18,400     | $          (44,192)                           | $          65,792                            | $          21,600                            



During the year ended
August 31, 2016, the Company sold 400,000 shares of Red Eagle for net proceeds of $142,238 ($0.356 per share) and recorded a loss
on sale of marketable securities of $5,554. The accumulated loss at the time of sale of $3,754 was reclassified from other comprehensive
loss to profit or loss in the year.



During the year ended
August 31, 2015, the Company sold 250,000 shares of NuLegacy for net proceeds of $31,690 ($0.12676 per share) and recorded a loss
on sale of marketable securities of $18,623. The accumulated loss at the time of sale of $24,063 was reclassified from other comprehensive
loss to profit or loss in the year.



| | 8. | ADVANCES AND PREPAID EXPENSES
| | -- | -----------------------------



|                                                             | As at August 31, 2017      | As at August 31, 2016
|------------------------------------------------------------ | -------------------------- | ---------------------
|Advances held by employees in the USA                        | $                        - | $               5,246
|Advances held by employees and suppliers in
        Colombia | 473                        | 494                  
|                                                             | 473                        | 5,740                
|Prepaid expenses in Canada                                   | 41,627                     | 146,484              
|Total                                                        | $              42,100      | $           152,224  






15




| | 9. | EQUIPMENT
| | -- | ---------



|                             | Canada                     | United States              | Colombia                     | TOTAL                  
|---------------------------- | -------------------------- | -------------------------- | ---------------------------- | -----------------------
|                             | Computer
        Equipment | Computer
        Equipment | Furniture
        & Fixtures | Field
        Equipment
|Cost:                        |                            |                            |                              |                        
|Balance at August 31, 2015   | $          1,391           | $        76,886            | $        10,488              | $        90,372        
|Assets acquired              | -                          | -                          | -                            | -                      
|Assets disposed of           | -                          | -                          | -                            | (35,391)               
|Foreign exchange adjustments | -                          | (239)                      | (33)                         | (172)                  
|Balance at August 31, 2016   | 1,391                      | 76,647                     | 10,455                       | 54,809                 
|Assets acquired              | -                          | -                          | -                            | -                      
|Assets disposed of           | -                          | -                          | -                            | -                      
|Foreign exchange adjustments | -                          | (3,389)                    | (462)                        | (2,424)                
|Balance at August 31, 2017   | $         1,391            | $      73,258              | $       9,993                | $    52,385            
|                             |                            |                            |                              |                        
|Accumulated depreciation:    |                            |                            |                              |                        
|Balance at August 31, 2015   | $           209            | $       74,019             | $        7,720               | $      59,269          
|Depreciation                 | 355                        | 868                        | 559                          | 4,550                  
|Assets disposed of           | -                          | -                          | -                            | (22,371)               
|Foreign exchange adjustments | -                          | (241)                      | (31)                         | (125)                  
|Balance at August 31, 2016   | 564                        | 74,646                     | 8,248                        | 41,323                 
|Depreciation                 | 248                        | 605                        | 445                          | 3,395                  
|Assets disposed of           | -                          | -                          | -                            | -                      
|Foreign exchange adjustments | -                          | (3,331)                    | (387)                        | (2,000)                
|Balance at August 31, 2017   | $           812            | $     71,920               | $       8,306                | $     42,718           
|                             |                            |                            |                              |                        
|Carrying amounts:            |                            |                            |                              |                        
|August 31, 2016              | $          827             | $       2,001              | $       2,207                | $       13,486         
|August 31, 2017              | $          579             | $       1,338              | $       1,687                | $         9,667        








16




| | 10. | EXPLORATION and EVALUATION ASSETS
| | --- | ---------------------------------



Miranda acquires mineral properties
through application, staking, and from third party vendors, some of which are subject to net smelter return royalties (“NSR”)
or underlying lease payments. Subsequently, the Company may enter into agreements to sell a portion of its interest in its mineral
properties to third parties in exchange for exploration expenditures, royalty interests, cash, or share-based payments.



Miranda cannot guarantee title to
all of its exploration and evaluation assets as the properties may be subject to prior mineral rights applications with priority,
prior unregistered agreements or transfers and title may be affected by undetected defects. Certain of the mineral rights held
by Miranda are held under applications for mineral rights, and until final approval of such applications is received, Miranda’s
rights to such mineral rights may not materialize, and the exact boundaries of Miranda’s properties may be subject to adjustment.



Exploration and evaluation assets
deferred to the statements of financial position at August 31, 2017 and 2016 are as follows:



|                | August 31, 2016 | Additions          | Recoveries        | Transfer to investments
        (Note 7) | Effect of movement in exchange rates | August 31, 2017  
|--------------- | --------------- | ------------------ | ----------------- | ---------------------------------------- | ------------------------------------ | -----------------
|                |                 |                    |                   |                                          |                                      |                  
|Alaska:         |                 |                    |                   |                                          |                                      |                  
|Willow Creek    | $     196,740   | $                - | $               - | $  (188,040)                             | $      (8,700)                       | $               -
|Renshaw Royalty | 93,327          | 110,908            | -                 | -                                        | (9,673)                              | 194,562          
|                | 290,067         | 110,908            | -                 | (188,040)                                | (18,373)                             | 194,562          
|                |                 |                    |                   |                                          |                                      |                  
|Colombia:       |                 |                    |                   |                                          |                                      |                  
|Argelia         | -               | 265,240            | -                 | -                                        | -                                    | 265,240          
|Antares         | 23,029          | 76,880             | -                 | -                                        | -                                    | 99,909           
|Cerro Oro       | -               | -                  | -                 | -                                        | -                                    | -                
|Mallama         | -               | 298,216            | -                 | -                                        | -                                    | 298,216          
|Oribella        | 36,088          | -                  | -                 | -                                        | -                                    | 36,088           



| | 59,117        | 640,336      | -                | -            | -             | 699,453     
| | ------------- | ------------ | ---------------- | ------------ | ------------- | ------------
| | $     349,184 | $    751,244 | $              - | $  (188,040) | $    (18,373) | $    894,015
| |               |              |                  |              |               |             



|                | August 31, 2015 | Additions          | Recoveries        | Write-off of assets | Effect of movement in exchange rates | August 31, 2016
|--------------- | --------------- | ------------------ | ----------------- | ------------------- | ------------------------------------ | ---------------
|                |                 |                    |                   |                     |                                      |                
|Alaska:         |                 |                    |                   |                     |                                      |                
|Willow Creek    | $     197,355   | $                - | $               - | $               -   | $        (615)                       | $     196,740  
|Renshaw Royalty | -               | 94,259             | -                 | -                   | (932)                                | 93,327         
|                | 197,355         | 94,259             | -                 | -                   | (1,547)                              | 290,067        
|                |                 |                    |                   |                     |                                      |                
|Colombia:       |                 |                    |                   |                     |                                      |                
|Antares         | -               | 76,762             | (53,733)          | -                   | -                                    | 23,029         
|Cerro Oro       | -               | 118,421            | (118,421)         | -                   | -                                    | -              
|Oribella        | 36,088          | -                  | -                 | -                   | -                                    | 36,088         



|Pavo Real | 131,290       | -            | -             | (131,290)     | -              | -           
|--------- | ------------- | ------------ | ------------- | ------------- | -------------- | ------------
|          | 167,378       | 195,183      | (172,154)     | (131,290)     | -              | 59,117      
|          | $     364,733 | $    289,442 | $   (172,154) | $   (131,290) | $      (1,547) | $    349,184








17




Exploration and evaluation expenditures



Exploration and evaluation expenditures
recorded in the statements of loss and comprehensive loss for the years ended August 31, 2017, 2016, and 2015 are as follows:





|                      | Year Ended August 31, 2017       |                                                  | Year ended August 31, 2016           | Year ended August 31, 2015 |                                 
|--------------------- | -------------------------------- | ------------------------------------------------ | ------------------------------------ | -------------------------- | --------------------------------
|                      | Exploration
        Expenditures | Recoveries
        from funding
        partners | Net Exploration
        expenditures |                            | Exploration
        Expenditures
|Nevada:               |                                  |                                                  |                                      |                            |                                 
|Big Blue              | $                 -              | $               -                                | $              -                     |                            | $               -               
|General exploration   | -                                | -                                                | -                                    |                            | -                               
|Iron Point            | -                                | -                                                | -                                    |                            | -                               
|Kibby Flat            | -                                | -                                                | -                                    |                            | -                               
|Mustang               | -                                | -                                                | -                                    |                            | -                               
|Red Canyon            | -                                | -                                                | -                                    |                            | -                               
|Red Hill              | -                                | -                                                | -                                    |                            | -                               
|                      | -                                | -                                                | -                                    |                            | -                               
|                      |                                  |                                                  |                                      |                            |                                 
|Alaska:               |                                  |                                                  |                                      |                            |                                 
|Willow Creek          | 69,325                           | -                                                | 69,325                               |                            | 47,830                          
|                      |                                  |                                                  |                                      |                            |                                 
|Other North America:  |                                  |                                                  |                                      |                            |                                 
|General exploration   | 44,895                           | -                                                | 44,895                               |                            | -                               
|                      |                                  |                                                  |                                      |                            |                                 
|Colombia:             |                                  |                                                  |                                      |                            |                                 
|Alliance expenditures | -                                | -                                                | -                                    |                            | 244,404                         
|Cerro Oro             | 105,043                          | -                                                | 105,043                              |                            | 267,097                         
|Mallama               | 58,313                           | -                                                | 58,313                               |                            | -                               
|General exploration   | 1,127,554                        | -                                                | 1,127,554                            |                            | 402,820                         
|                      | 1,290,910                        | -                                                | 1,290,910                            |                            | 914,321                         
|TOTAL                 | $ 1,405,130                      | $              -                                 | $ 1,405,130                          |                            | $      962,151                  
|                      |                                  |                                                  |                                      |                            |                                 
|                      |                                  |                                                  |                                      |                            |                                 



NEVADA:



| | a) | Big Blue (Oxen), Lander County, Nevada
| | -- | --------------------------------------



The Big Blue project was the subject
of an exploration and option to enter into a joint venture agreement with Ramelius Resources Limited from May 6, 2010, until it
was terminated on July 29, 2012. Certain of the Big Blue claims were the subject of an underlying lease with D. Jennings which
was terminated on July 30, 2014. The Company allowed all of the Big Blue claims to lapse at August 31, 2015.



| | b) | Iron Point Property, Humboldt County, Nevada
| | -- | --------------------------------------------



The Company held claims comprising
the Iron Point property, Humboldt County, Nevada, but allowed them to lapse in August 2015.



| | c) | Kibby Flat, Esmeralda County, Nevada
| | -- | ------------------------------------



The Company held claims comprising
the Kibby Flat property, Esmeralda County, Nevada, but allowed them to lapse in August 2015.






18




| | d) | Mustang, Nye County, Nevada
| | -- | ---------------------------



During the year ended August 31, 2013,
the Company staked claims and also acquired a 100% interest in Teslin River Resources Corp.’s (“Teslin”) claims,
all comprising the Mustang project. Teslin was granted a 1% NSR royalty on the claims acquired. Miranda dropped several of the
claims, leaving 69 claims in the project. During the year ended August 31, 2015, Miranda sold the remaining 69 Mustang claims to
Nevada North Resources (USA) Inc. (“Nevada North”) for consideration of a 1% NSR to Miranda, and wrote off the balance
of $67,986.



| | e) | Red Canyon Property, Eureka County, Nevada
| | -- | ------------------------------------------





On November 18, 2003, the Company
entered into a 20-year mining lease (“Lease”) with option to purchase (the “Lease”) for the Red Canyon
property, Eureka County Nevada with Red Canyon Corporation (“RCC”).



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



On August
28, 2015, the Company executed a Project Management Agreement for the formation and organization of a limited liability company
(the “RCP LLC”) to hold the Lease and related rights in respect of the Red Canyon, Nevada property and to conduct the
operations contemplated under the Project Management Agreement.Montezuma
paid Miranda US$360,000 as consideration for the option to buy-out Miranda’s 40% interest in the LLC, with Miranda potentially
retaining a 0.5% NSR, upon meeting the purchase conditions during the term of the underlying lease. Miranda had not met those conditions
upon the termination of the Agreement and subsequent lease termination.



On June 27, 2017,
Montezuma gave notice of their withdrawal from the Project Management Agreement, and made the final property payments on the Red
Canyon property on July 3, 2017, pursuant to the Lease.



On June 28, 2017, the Company gave
notice of Lease termination to RCC, and returned the property to them.





| | f) | Red Hill Property, Eureka County, Nevada
| | -- | ----------------------------------------



On May 27, 2004, the Company entered
into a 20-year mining lease for the Red Hill property with Nevada North, with a sliding production royalty between 2.5% to 5% depending
on the price of gold and subject to certain buy-down provisions to 2%, with minimum advance royalty payments. On May 22, 2015,
the Company gave notice of lease termination to Nevada North, and returned the property to them.










19




ALASKA:



| | g) | Willow Creek, Willow Creek mining district, Alaska
| | -- | --------------------------------------------------



On November 15, 2013, Miranda entered
into an 80-year mining lease for the Willow Creek property with Alaska Hardrock Inc. The Willow Creek Project consists of certain
patented lode mining claims and State of Alaska lode mining claims. The terms of the lease require minimum annual lease payments
of the greater of US$150,000 or the calculated production royalty according to the agreement, to be made on each January 15. The
property is subject to various NSR’s to various holders, the amounts of which are dependent on the price of gold, however,
in aggregate would not exceed 5.8% - subject to the purchase of the 3.3% Renshaw Royalty (see below).



|Lease Due Dates                                                                     |  | Minimum payment
        to Lessor
        (in US dollars)
|----------------------------------------------------------------------------------- |  | ---------------------------------------------------------
|November 15, 2013 (paid)                                                            |  | 50,000                                                   
|January 15, 2014 to January 15, 2017 (paid)                                         |  | 550,000                                                  
|January 15, 2018 and each year thereafter
        for the term of the
        lease |  | 150,000                                                  



Effective November 5, 2014, Miranda
signed an exploration and option to enter a joint venture agreement (the “Agreement”) on the Willow Creek Project with
GTI. GTI completed the initial earn-in obligation prescribed under the Agreement, and entered into a mining joint venture agreement
(“Mining Venture Agreement”), contemporaneously forming AGT LLC, an Alaska limited liability company during fiscal
2017. The initial ownership of AGT LLC was 70% GTI and 30% Miranda.



During the year ended August 31, 2017,
the Company transferred its share of AGT LLC from exploration and evaluation assets (Willow Creek) to investments and marketable
securities (Note 7). The Company determined that significant influence did not exist and recorded the investment at cost. Subsequent
to August 31, 2017, the Company’s ownership in AGT LLC was diluted to 14% pursuant to the mathematical effect of a cash call.



| | h) | Renshaw Royalty purchase
| | -- | ------------------------



On September 14, 2015, the Company
reached an agreement with Mr. Daniel Renshaw (“Renshaw”) for the purchase of his 3.3% royalty held on the Willow Creek,
Alaska project. Miranda and Renshaw have separated the Renshaw royalty into the area that covers the patented mining claims on
the west side of the project (the “’A’ Royalty”) and the area that covers the patented mining claims on
the east side of the project (the “’B’ Royalty”). The ‘A’ Royalty covers the area, including
the Coleman resource, which is the area that is expected to be initially developed. The ‘B’ Royalty covers ground that
is prospective for exploration including the Bullion Mountain target areas.



Miranda has agreed to purchase up
to 100% of the ‘A’ Royalty in a series of seven (7) contracts with each subsequent contract contingent on the prior
contract being paid in full. Pursuant to each contract Miranda will purchase 0.4% to 0.5% of the ‘A’ Royalty for each
cumulative US$143,000 paid at the rate of US$5,000 per month plus interest, with the first payment commencing on October 31, 2015.



As each contract is paid Miranda will
register its ownership of the ‘A’ Royalty purchased. If Miranda does not complete payment of any contract the remainder
of the ‘A’ Royalty will remain with Renshaw. The seven contracts will be over an aggregate period of up to 200 months,
but such contracts and payments can be accelerated and paid off at any time, providing that Miranda pays Renshaw the full payment
of an aggregate US$1,000,000 of principal so that Miranda will have purchased the entire 3.3% ‘A’ Royalty.






20










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



As at August 31, 2017, the Company
has paid $194,562, including interest, (August 31, 2016 – $93,327) towards the purchase of the first of the series of the
‘A’ Royalty contracts, all of which is being capitalized as exploration and evaluation assets.



COLOMBIA



| | i) | Argelia, Colombia
| | -- | -----------------



On June 15, 2017, the Company executed
an option agreement (the “Argelia Option”) by and among Bullet Holding Corp. (“Bullet”), Esquimal S.O.M.
(“Esquimal”), and the Company to acquire the Argelia property, consisting of three applications.



The terms of the Argelia Option require
that Miranda make the following series of payments and a share issuance – all conditional on the occurrence of the following
events:



|Event                                                                                                                                                    | Issuance of Mirada shares | Payment amount
        US$
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | --------------------------
|By June 22, 2017 (paid)                                                                                                                                  | -                         | 100,000                   
|Upon TSXV approval of the issuance of 1,624,270 Miranda shares (issued)                                                                                  | 1,624,270                 | -                         
|Upon conversion of the applications to titles                                                                                                            | -                         | 100,000                   
|Upon receipt of
        approval for forestry
        subtraction –
        or – Miranda making drill
        applications for
        any of the titles | -                         | 100,000                   
|Upon receipt of drill permits                                                                                                                            | -                         | 100,000                   
|Upon announcement
        of an NI 43-101
        resource of >500,000
        oz/au total in
        all categories
        (M+I+I)                     | -                         | 250,000                   
|One year from
        the announcement of an
        NI 43-101 resource
        of >500,000 oz/au                                                        | -                         | 250,000                   



A residual net profits interest (“NPI”)
of 4% - or – an NSR of 1.5% - whichever is greater - will be payable to the vendor, until US$6.0m has been paid -
at which time an NSR of 1.5% will be payable for the life of the mine.



| | j) | Antares, Colombia
| | -- | -----------------



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






21




| | k) | Antares, Colombia(continued)
| | -- | ----------------------------



The Company must meet the following
schedule to maintain the option:



|Antares Option Due Dates                                                                                                          | Minimum operation payments payable
        (in US dollars) | Common shares to be issued to AMC
|--------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------- | ---------------------------------
|October 9, 2015 (paid)                                                                                                            | $        60,000                                            | -                                
|October 9, 2016 (paid)                                                                                                            | 60,000                                                     | -                                
|Upon registration of the Mining Concession
        Contract for
        the Antares property
        (payable 30-days subsequent) | 70,000                                                     | -                                
|Upon the first anniversary of the registration
        of the
        Mining Concession
        Contract (“Registration Date”)    | 80,000                                                     | 150,000                          
|Upon the second anniversary of the Registration Date                                                                              | 90,000                                                     | -                                
|Upon the third anniversary of the Registration Date                                                                               | 100,000                                                    | -                                
|Upon the fourth anniversary of the Registration Date                                                                              | 120,000                                                    | -                                
|Upon the fifth anniversary of the Registration Date                                                                               | 120,000                                                    | -                                
|Upon the sixth anniversary of the Registration
        Date, and
        for each successive
        anniversary                  | 150,000                                                    | -                                



Further, to maintain the Antares Option,
a schedule of work commitment expenditures must be made, beginning within the first two years following the Registration Date as
follows:



|Antares Option Work Commitment Due
        Dates        | Minimum exploration expenditures
        (in US dollars) | Cumulative exploration expenditures
        (in US dollars)
|------------------------------------------------------- | -------------------------------------------------------- | -----------------------------------------------------------
|Within the first two years of the Registration Date     | $        200,000                                         | $         200,000                                          
|During the third year following the Registration Date   | 200,000                                                  | 400,000                                                    
|During the fourth year following the Registration Date  | 300,000                                                  | 700,000                                                    
|During the fifth year following the Registration Date   | 300,000                                                  | 1,000,000                                                  
|During the sixth year following the Registration Date   | 500,000                                                  | 1,500,000                                                  
|During the seventh year following the Registration Date | 500,000                                                  | 2,000,000                                                  





The above minimum exploration expenditure
schedule may be suspended for up to two years in any period that the Company does not have a suitable joint venture partner funding
expenditures on the project.



On March 7, 2017, the Company signed
an option agreement (the “Agreement”) that allows IAMGOLD Corporation (“IAMGOLD”) (TSX: IMG, NYSE: IAG)
to earn an interest in the Antares Project in Colombia by conducting exploration on a scheduled earn-in basis.



IAMGOLD is required to incur US$100,000
in expenditures during calendar 2017 to maintain the right to enter into the option which begins on the later of January 1, 2018
or the date on which mineral title to one or more of the exploration applications making up the Antares Project has been granted
by the Colombian government. At such time, should IAMGOLD elect to enter into the option, it will be obligated to incur US$750,000
in expenditures during the subsequent 12 months.






22






| | l) | Cerro Oro, Colombia
| | -- | -------------------



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



|Cerro Oro Option Due Dates                                                                                                                                                 | Option payments
        (in US dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------
|May 10, 2014 (paid)                                                                                                                                                        | 90,000                                 
|May 10, 2015 (paid, 1st anniversary)                                                                                                                                       | 75,000                                 
|May 10, 2016 (paid, 2nd anniversary)                                                                                                                                       | 90,000                                 
|May 10, 2017 (3rd anniversary)(1)                                                                                                                                          | 105,000                                
|May 10, 2018 (4th anniversary)(1)                                                                                                                                          | 120,000                                
|May 10, 2019 (5th anniversary)(1)                                                                                                                                          | 235,000                                
|May 10, 2020(1), and on each
        subsequent anniversary
        until commercial production
        is reached, as
        defined in the underlying
        agreement | 135,000                                



(1)	the
due dates are suspended until such time as the community consultation process is complete



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



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



| | m) | Mallama, Colombia
| | -- | -----------------



On August 31, 2017, Miranda completed
the acquisition of the Mallama project (“Mallama”) by an outright purchase of 100% of the shares of the Colombian simplified
share company, Minera Mallama S.A.S. (“Mallama SAS”).



During the fiscal year ended August
31, 2017, Miranda paid a total of $298,216 in outstanding fees due to Agencia Nacional de Mineria (“ANM”) prior to
the final effective date of the purchase. Upon receipt of suitable drill permits on Mallama, without any future time constraint,
Miranda is required to make an additional payment of US$200,000 to the former shareholders of Mallama SAS. An NSR of four percent
(4%) will be payable to the former shareholders, with a minimum of US$1.0m payable within three years of the commencement of commercial
production, capped at US$4.0m over the life of the mine.



There are no minimum work commitments
or any other milestones on Mallama, and no acquisition restrictions imposed on Miranda for any adjacent property.



| | n) | Minagrande, Colombia
| | -- | --------------------



On April 12, 2013, the Company paid
canon fees (government fees) to Ingeominas in Colombia of $51,849 for acquisition of the Minagrande property, of which Miranda
recovered $36,294 from Agnico Eagle Mines Limited (“Agnico”) pursuant to the Amended Alliance Agreement. During the
fiscal year ended August 31, 2015, Miranda and Agnico agreed to abandon the Minagrande property, and Miranda wrote off the residual
acquisition costs of $15,555.








23






| | o) | Oribella, Colombia
| | -- | ------------------



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



During the fiscal year ended August
31, 2015, an additional $57,579 was spent on acquisition costs, and 70% of this ($40,305) was recovered from Agnico pursuant to
the Amended Alliance Agreement.



Oribella is subject to a 0.5% royalty
to Antioquia Gold that can be purchased for US$1,500,000 and a 2% royalty to Soratama Gold (a wholly owned subsidiary of Barrick
Gold Corporation). Miranda acquired the property, subject to the royalties, by making the license canon payment on May 14,
2014, of $62,715, and will also reimburse Antioquia Gold for the application payment of COP 101,136,976 (approximately US$35,000)
when the property is registered with the ANM as a contract. If the application is converted to a license on or before the anniversary
of the agreement, Miranda will pay Antioquia Gold an additional US$30,000 payment on the anniversary date. No other obligations
are required to keep the project in good standing, and Miranda may drop or reduce the lands at any time.



| | p) | Pavo Real Option, Colombia
| | -- | --------------------------





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



Annual payments of US$100,000, plus
the issue of 100,000 common shares were required to maintain the option until the first milestone which was the definition of a
NI 43-101 Measured and Indicated Resource greater than or equal to 250,000 ounces of gold equivalent.



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



On June 24, 2012, Miranda issued 100,000
common shares to ExpoGold valued at $33,000 pursuant to the Pavo Option Agreement. Miranda, in turn, received 100,000 shares of
Red Eagle pursuant to the SPA, valued at $42,400, with the excess value of $9,400 of the Red Eagle shares over the Miranda shares
taken into exploration and evaluation recoveries.



On June 14, 2013, Miranda issued 100,000
common shares to ExpoGold valued at $19,000 pursuant to the Pavo Option. Miranda, in turn, received 100,000 shares of Red Eagle
pursuant to the SPA, valued at $16,800.






24






On June 13, 2014, Miranda issued 100,000
common shares to ExpoGold valued at $15,000 pursuant to the Pavo Option. Miranda, in turn, received 100,000 shares of Red Eagle
pursuant to the SPA, valued at $22,000, with the excess value of $7,000 of the Red Eagle shares over the Miranda shares taken into
exploration and evaluation recoveries.



On June 10, 2015, Miranda issued 100,000
common shares to ExpoGold valued at $8,500 pursuant to the Pavo Option.



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



| | q) | Colombia Strategic Alliance (“Agnico Alliance”)
| | -- | -----------------------------------------------



Pursuant to the January 23, 2013,
strategic alliance agreement, as amended, (“Amended Alliance Agreement”) between the Company and Agnico Eagle Mines
Limited (“Agnico”) for precious metal exploration in Colombia, the Company and Agnico would share funding 30:70, respectively,
in generative exploration expenditures with Miranda as operator. The October 25, 2013 amendment reduced the three-year exploration
budget from US$3.3 million down to US$2.025 million; and in consideration for this reduction, the area of interest in Colombia
was reduced. The Agnico Alliance’s primary term was for a period of three years (January 23, 2013 to January 23, 2016) and
was renewable thereafter by mutual consent.



Effective on January 23, 2016, Agnico
did not renew the Agnico Alliance, and allowed it to lapse.



| | 11. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| | --- | ----------------------------------------



|                                                                      | As at August 31, 2017  | As at August 31, 2016 
|--------------------------------------------------------------------- | ---------------------- | ----------------------
|Trade and other payables in Canada                                    | $               42,619 | $               59,250
|Trade and other payables in the USA                                   | 720                    | 5,216                 
|Trade and other payables in Colombia                                  | 34,768                 | 32,227                
|Amounts payable and accrued liabilities to related parties            | 14,422                 | 25,462                
|Accrued employment termination liabilities to
        a related party | 175,504                | -                     
|                                                                      |                        |                       
|Total                                                                 | $             268,033  | $             122,155 






25






| | 12. | SHARE CAPITAL
| | --- | -------------



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



| | b) | Share issuance:
| | -- | ---------------



Fiscal 2017



On June 26, 2017, the Company issued
1,624,270 common shares to Bullet Holding Corp. valued at $132,830 pursuant to the acquisition of the Argelia
project, in Colombia. The Company incurred share issue costs of $1,164 pursuant to this share issue.



Fiscal 2016



On June 23, 2016, the Company completed
a non-brokered private placement of 29,140,555 units at a price of $0.09 per unit, for gross proceeds of $2,622,650. Each unit
consisted of one common share and one non-transferable share purchase warrant. Each warrant entitles the holder thereof to purchase
one additional common share of Miranda at a price of $0.12 until June 23, 2021. The proceeds of the financing of $2,622,650 were
allocated on a relative fair value basis as $1,541,050 to common shares and $1,081,600 as to warrants. Cash share issue costs pursuant
to this private placement were an additional $68,575. The assumptions used in the Black-Scholes option pricing model for the relative
fair value allocation were: a risk-free interest rate of 0.72%; an expected volatility of 98.5%; an expected life of 5 years; and
an expected dividend of zero.



Fiscal 2015



On June 2, 2015, the Company issued
100,000 common shares to ExpoGold valued at $8,500 pursuant to the Pavo Real Option agreement.



| | c) | Stock Options Outstanding:
| | -- | --------------------------



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



The continuity for stock options for
the year ended August 31, 2017, is as follows:



|Number outstanding
        Aug 31, 2016 | Granted   | Exercised | Expired/
        Cancelled | Number outstanding
        August 31, 2017 | Exercise
        price per
        share | Expiry date        | Weighted average remaining contractual life in years
|--------------------------------------- | --------- | --------- | -------------------------- | ------------------------------------------ | ---------------------------------------- | ------------------ | ----------------------------------------------------
|1,150,000                               | -         | -         | (1,150,000)                | -                                          | $ 0.40                                   | Oct. 21, 2016      | -                                                   
|975,000                                 | -         | -         | (100,000)                  | 875,000                                    | $ 0.305                                  | Sep. 24, 2017 *    | 0.07 yrs                                            
|802,500                                 | -         | -         | (80,000)                   | 722,500                                    | $ 0.155                                  | Oct. 17, 2018      | 1.13 yrs                                            
|1,060,000                               | -         | -         | (100,000)                  | 960,000                                    | $ 0.145                                  | Sep. 3, 2019       | 2.01 yrs                                            
|100,000                                 | -         | -         | -                          | 100,000                                    | $ 0.145                                  | Feb. 16, 2020      | 2.46 yrs                                            
|1,525,000                               | -         | -         | (100,000)                  | 1,425,000                                  | $ 0.12                                   | Jan. 28, 2021      | 3.41 yrs                                            
|300,000                                 | -         | -         | -                          | 300,000                                    | $ 0.12                                   | Apr. 25, 2021      | 3.65 yrs                                            
|-                                       | 2,310,000 | -         | (135,000)                  | 2,175,000                                  | $ 0.09                                   | Jan. 25, 2022      | 4.41 yrs                                            
|5,912,500                               | 2,310,000 | -         | (1,665,000)                | 6,557,500                                  | $ 0.143                                  | (weighted average) | 2.84 yrs                                            
|                                        |           |           | Exercisable                | 6,557,500                                  | $ 0.143                                  | (weighted average) | 2.84 yrs                                            



* expired subsequently






26






As at August 31, 2017, all of the
outstanding stock options were vested and exercisable, with a weighted average exercise price of $0.143. The intrinsic value of
the vested stock options was $nil. The intrinsic value of the vested stock options outstanding at August 31, 2017, is calculated
on the difference between the exercise prices of the underlying vested options and the quoted price of our common stock as of the
reporting date of August 31, 2017, being $0.075.



The continuity for stock options for
the year ended August 31, 2016, is as follows:



|Number outstanding
        Aug 31, 2015 | Granted   | Exercised | Expired/
        Cancelled | Number outstanding
        August 31, 2016 | Exercise
        price per
        share | Expiry date        | Weighted average remaining contractual life in years
|--------------------------------------- | --------- | --------- | -------------------------- | ------------------------------------------ | ---------------------------------------- | ------------------ | ----------------------------------------------------
|1,230,000                               | -         | -         | (1,230,000)                | -                                          | $ 0.56                                   | Sep. 26, 2015      | -                                                   
|50,000                                  | -         | -         | (50,000)                   | -                                          | $ 0.69                                   | Dec. 1, 2015       | -                                                   
|1,315,000                               | -         | -         | (165,000)                  | 1,150,000                                  | $ 0.40                                   | Oct. 21, 2016      | 0.14 yrs                                            
|1,205,000                               | -         | -         | (230,000)                  | 975,000                                    | $ 0.305                                  | Sep. 24, 2017      | 1.07 yrs                                            
|952,500                                 | -         | -         | (150,000)                  | 802,500                                    | $ 0.155                                  | Oct. 17, 2018      | 2.13 yrs                                            
|1,240,000                               | -         | -         | (180,000)                  | 1,060,000                                  | $ 0.145                                  | Sep. 3, 2019       | 3.01 yrs                                            
|100,000                                 | -         | -         | -                          | 100,000                                    | $ 0.145                                  | Feb. 16, 2020      | 3.46 yrs                                            
|-                                       | 1,525,000 | -         | -                          | 1,525,000                                  | $ 0.12                                   | Jan. 28, 2021      | 4.41 yrs                                            
|-                                       | 300,000   | -         | -                          | 300,000                                    | $ 0.12                                   | Apr. 25, 2021      | 4.65 yrs                                            
|6,092,500                               | 1,825,000 | -         | (2,005,000)                | 5,912,500                                  | $ 0.215                                  | (weighted average) | 2.46 yrs                                            
|                                        |           |           | Exercisable                | 5,912,500                                  | $ 0.215                                  | (weighted average) | 2.46 yrs                                            







The continuity for stock options for
the year ended August 31, 2015, is as follows:



|Number outstanding
        Aug 31, 2014 | Granted   | Exercised | Expired/
        Cancelled | Number outstanding
        August 31, 2015 | Exercise
        price per
        share | Expiry date        | Weighted average remaining contractual life in years
|--------------------------------------- | --------- | --------- | -------------------------- | ------------------------------------------ | ---------------------------------------- | ------------------ | ----------------------------------------------------
|1,435,000                               | -         | -         | (205,000)                  | 1,230,000                                  | $ 0.56                                   | Sep. 26, 2015      | 0.07 yrs                                            
|50,000                                  | -         | -         | -                          | 50,000                                     | $ 0.69                                   | Dec. 1, 2015       | 0.25 yrs                                            
|1,510,000                               | -         | -         | (195,000)                  | 1,315,000                                  | $ 0.40                                   | Oct. 21, 2016      | 1.14 yrs                                            
|1,345,000                               | -         | -         | (140,000)                  | 1,205,000                                  | $ 0.305                                  | Sep. 24, 2017      | 2.07 yrs                                            
|1,142,500                               | -         | -         | (190,000)                  | 952,500                                    | $ 0.155                                  | Oct. 17, 2018      | 3.13 yrs                                            
|-                                       | 1,340,000 | -         | (100,000)                  | 1,240,000                                  | $ 0.145                                  | Sep. 3, 2019       | 4.01 yrs                                            
|-                                       | 100,000   | -         | -                          | 100,000                                    | $ 0.145                                  | Feb. 16, 2020      | 4.47 yrs                                            
|5,482,500                               | 1,440,000 | -         | (830,000)                  | 6,092,500                                  | $ 0.322                                  | (weighted average) | 2.06 yrs                                            
|                                        |           |           | Exercisable                | 6,092,500                                  | $ 0.322                                  | (weighted average) | 2.06 yrs                                            










27






| | d) | Stock-Based Compensation:
| | -- | -------------------------



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



Fiscal 2017



During the year ended August 31, 2017,
the Company recorded $133,468 in stock-based compensation expense for options vesting in the period as follows:



| | a) | $133,468 upon the immediate vesting of the 2,310,000 options granted
on January 25, 2017.
| | -- | -----------------------------------------------------------------------------------------



The fair value of the 2,310,000 options
granted on January 25, 2017, was determined using a risk free interest rate of 0.76%, an expected volatility of 105%, an expected
life of 3.0 years, and an expected dividend of zero for a total fair value of $133,468 or $0.058 per option. Volatility was determined
using daily closing share prices over a term equivalent to the expected life of the options.



Fiscal 2016



During the year ended August 31, 2016,
the Company recorded $92,225 in stock-based compensation expense for options vesting in the period as follows:



| | a) | $73,672 upon the immediate vesting of the 1,525,000 options granted
on January 28, 2016; and
| | -- | --------------------------------------------------------------------------------------------

| | b) | $18,553 upon the immediate vesting of the 300,000 options granted
on April 25, 2016
| | -- | -----------------------------------------------------------------------------------



The fair value of the 1,525,000 options
granted on January 28, 2016, was determined using a risk free interest rate of 0.44%, an expected volatility of 104%, an expected
life of 3.0 years, and an expected dividend of zero for a total fair value of $73,672 or $0.048 per option. Volatility was determined
using daily closing share prices over a term equivalent to the expected life of the options.



The fair value of the 300,000 options
granted on April 25, 2016, was determined using a risk free interest rate of 0.69%, an expected volatility of 97%, an expected
life of 5.0 years, and an expected dividend of zero for a total fair value of $18,553 or $0.0618 per option. Volatility was determined
using daily closing share prices over a term equivalent to the expected life of the options.



Fiscal 2015



During the year ended August 31, 2015,
the Company recorded $132,307 in stock-based compensation expense for options vesting in the period as follows:



| | a) | vesting portion of options granted October 17, 2013, of $7,530;
| | -- | ---------------------------------------------------------------

| | b) | immediate vesting of the 1,340,000 options granted September 3, 2014
of $117,769; and
| | -- | -------------------------------------------------------------------------------------

| | c) | immediate vesting of the 100,000 options granted February 16, 2015
of $7,008.
| | -- | -----------------------------------------------------------------------------



The fair value of the 1,340,000 options
granted on September 3, 2014, was determined using a risk free interest rate of 1.45%, an expected volatility ranging from 84.03%
to 84.67%, an expected life of ranging from 3.81 to 3.97 years, and an expected dividend of zero for a total fair value of $117,769
or $0.088 per option. The fair value of the 100,000 options granted on February 16, 2015, was determined using a risk free interest
rate of 0.65%, an expected volatility of 95.11%, an expected life of 3.81 years, and an expected dividend of zero for a total fair
value of $7,008 or $0.0701 per option. Volatility was determined using daily closing share prices over a term equivalent to the
expected life of the options.






28






| | e) | Share Purchase Warrants:
| | -- | ------------------------



The continuity for share purchase
warrants for the year ended August 31, 2017, is as follows:

| |  | 
| |  | 

|Number outstanding
        August 31, 2016 | Issued | Exercised | Expired/
        Cancelled | Number outstanding
        August 31, 2017 | Exercise price | Expiry date        | Weighted average remaining life in yrs
|------------------------------------------ | ------ | --------- | -------------------------- | ------------------------------------------ | -------------- | ------------------ | --------------------------------------
|20,835,800                                 | -      | -         | -                          | 20,835,800                                 | $ 0.375        | Dec. 19, 2017      | 0.30 yrs                              
|29,140,555                                 | -      | -         | -                          | 29,140,555                                 | $ 0.120        | Jun. 23, 2021      | 3.81 yrs                              
|49,976,355                                 | -      | -         | -                          | 49,976,355                                 | $ 0.226        | (weighted average) | 2.35 yrs                              



The continuity for share purchase
warrants for the year ended August 31, 2016, is as follows:

| |  | 
| |  | 

|Number outstanding
        August 31, 2015 | Issued     | Exercised | Expired/
        Cancelled | Number outstanding
        August 31, 2016 | Exercise price | Expiry date        | Weighted average remaining life in yrs
|------------------------------------------ | ---------- | --------- | -------------------------- | ------------------------------------------ | -------------- | ------------------ | --------------------------------------
|20,835,800                                 | -          | -         | -                          | 20,835,800                                 | $ 0.375        | Dec. 19, 2017      | 1.30 yrs                              
|-                                          | 29,140,555 | -         | -                          | 29,140,555                                 | $ 0.120        | Jun. 23, 2021      | 4.81 yrs                              
|20,835,800                                 | 29,140,555 | -         | -                          | 49,976,355                                 | $ 0.226        | (weighted average) | 3.35 yrs                              



The continuity for share purchase
warrants for the year ended August 31, 2015, is as follows:

| |  | 
| |  | 

|Number outstanding
        August 31, 2014 | Issued | Exercised | Expired/
        Cancelled | Number outstanding
        August 31, 2015 | Exercise price | Expiry date        | Weighted average remaining life in yrs
|------------------------------------------ | ------ | --------- | -------------------------- | ------------------------------------------ | -------------- | ------------------ | --------------------------------------
|20,835,800                                 | -      | -         | -                          | 20,835,800                                 | $ 0.375        | Dec. 19, 2017      | 2.30 yrs                              
|20,835,800                                 | -      | -         | -                          | 20,835,800                                 | $ 0.375        | (weighted average) | 2.30 yrs                              










29




| | 13. | RELATED PARTY TRANSACTIONS
| | --- | --------------------------



| | a) | The Company’s related parties consist of companies with directors
and officers in common and companies owned in whole or in part by executive officers and directors as follows:
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Name		Nature
of transactions

Golden
Oak Corporate Services Limited (“GO”)	Consulting as CFO, Corporate Secretary,

corporate
compliance services and

financial
reporting (terminated in 2016)



Goldnor
Global Management Inc. (“GGMI”)	Consulting as CFO, Corporate Secretary,

corporate
compliance services and

financial
reporting



Mine
Development Associates (“MDA”)	Geology and geotechnical consulting



The
Company incurred the following fees in connection with individuals and companies owned, or partially owned, by key management and
directors. Expenses have been measured at the exchange amount, which is determined on a cost recovery basis.



|For the year ended             | August 31, 2017      | August 31, 2016 | August 31, 2015
|------------------------------ | -------------------- | --------------- | ---------------
|Consulting fees - GO           | $                  - | $        95,084 | $     123,789  
|Consulting fees - GGMI         | 137,500              | 37,500          | -              
|Consulting fees – MDA          | -                    | -               | 1,746          
|                               | 137,500              | 132,584         | 125,535        
|Office & general expenses - GO | -                    | 4,903           | 6,124          
|Total                          | $      137,500       | $      137,487  | $     131,659  
|                               |                      |                 |                



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



| | b) | Compensation of directors and members of key management personnel
(CEO, CFO, Corporate Secretary):
| | -- | --------------------------------------------------------------------------------------------------



The remuneration of directors and
members of key management personnel, including amounts disclosed in Note 13(a), during the years ended August 31, 2017, 2016, and
2015 were as follows:



|For the year ended             | August 31, 2017  | August 31, 2016 | August 31, 2015
|------------------------------ | ---------------- | --------------- | ---------------
|Consulting fees                | $        137,500 | $       132,584 | $     125,535  
|Salaries and benefits (1)      | 425,753          | 446,482         | 453,149        
|Employment termination benefit | 175,504          | -               | -              
|Directors fees                 | 42,216           | 40,248          | 36,918         
|Share based compensation       | 121,335          | 83,771          | 94,775         
|Total                          | $       902,308  | $       703,085 | $     710,377  
|                               |                  |                 |                



(1)
a portion of salaries and benefits are included in exploration and evaluation expenditures






30




| | 14. | SEGMENTED DISCLOSURE
| | --- | --------------------



The Company operates in the mineral
exploration sector within two geographic segments: the Alaska project in the United States and various projects in Colombia.



Notes 9 and 10 provide disclosure
as to the geographic location of equipment, exploration and evaluation assets, and geographical exploration expenditures.



| | 15. | Management of Capital
| | --- | ---------------------



The Company manages its common shares,
stock options and warrants as capital (see Note 12). The Company’s objectives when managing capital are to safeguard the
Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain
a flexible capital structure which optimizes the costs of capital at an acceptable level of risk.



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



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



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



The Company estimates that it will
require additional funding to carry out its exploration plans and operations through the next twelve months. The Company is not
subject to any externally imposed capital restrictions.



| | 16. | Supplemental Disclosure with Respect to Cash Flows
| | --- | --------------------------------------------------



|For the year ended                           | August 31,                                                                   | August 31,         | August 31,           
|-------------------------------------------- | ---------------------------------------------------------------------------- | ------------------ | ---------------------
|2017                                         | 2016                                                                         | 2015              
|Non-cash investing and financing activities: |                                                                              |                    |                      
|                                             | Fair value of shares issued for exploration and
        evaluation assets    | $          132,830 | $                   -
|                                             | Reclassification of exploration and
        evaluation assets to investments | 188,040            | -                    
|Interest received                            | $              1,453                                                         | $         2,231    | $        27,063      








31






| | 17. | INCOME TAXES
| | --- | ------------



A
reconciliation of income taxes at statutory rates with the reported taxes is as follows:



|                                                                                                                |   | Aug. 31, 2017 | Aug. 31,
        2016 | Aug. 31,
        2015
|--------------------------------------------------------------------------------------------------------------- | - | ------------- | --------------------- | ---------------------
|                                                                                                                |   |               |                       |                      
|Loss before income taxes                                                                                        | $ | (2,645,779)   | $                     | (1,476,152)          
|                                                                                                                |   |               |                       |                      
|Expected income tax (recovery)                                                                                  | $ | (688,000)     | $                     | (384,000)            
|Change
        in statutory, foreign tax, foreign exchange
        rates,
        and other                     |   | 262,000       |                       | (43,000)             
|Permanent differences                                                                                           |   | 59,000        |                       | 36,000               
|Share issue costs                                                                                               |   | -             |                       | (18,000)             
|Expiry of non-capital losses                                                                                    |   | -             |                       | 125,000              
|Adjustments
        to prior years provisions versus
        statutory
        tax returns and expiry of losses |   | (330,000)     |                       | (182,000)            
|Change
        in unrecognized deductible
        temporary
        differences                                 |   | 697,000       |                       | 466,000              
|                                                                                                                |   |               |                       |                      
|Total income tax expense (recovery)                                                                             | $ | -             | $                     | -                    



The significant components of the
Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated
statement of financial position are as follows:



|                                               | 2017 | Expiry Date Range | 2016          
|---------------------------------------------- | ---- | ----------------- | --------------
|                                               |      |                   |               
|Temporary differences                          |      |                   |               
|Exploration and evaluation assets              | $    | 6,681,000         | No expiry date
|Equipment                                      |      | 141,000           | No expiry date
|Share issue costs                              |      | 42,000            | 2033 - 2041   
|Marketable securities                          |      | (202,000)         | No expiry date
|Allowable capital losses                       |      | 455,000           | No expiry date
|Non-capital losses available for future period |      | 24,247,000        | 2020 - 2037   
|                                               |      |                   |               
|Canada                                         |      | 6,957,000         | 2026 - 2037   
|USA                                            |      | 17,290,000        | 2020 - 2037   



Tax
attributes are subject to review, and potential adjustments, by tax authorities.



| | 18. | SUBSEQUENT EVENTS
| | --- | -----------------



Subsequent to August 31, 2017, and
except where disclosed elsewhere:





| | a) | On September 24, 2017: 875,000 options expired, unexercised; and
| | -- | ----------------------------------------------------------------

| | b) | On November 9, 2017: Miranda sold its diluted 14% interest in the
AGT LLC, pursuant to a binding letter of intent, for a series of future cash payments totalling US$1,000,000; a future 500,000
unit (share + warrant) issuance from GTI upon their successful listing on the TSXV; and a series of payments from AGT LLC based
on future gold production.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








32