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

☒

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

For the fiscal year ended August 31, 2008

OR

☒

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

For the transition period from ______ to ______

OR

☐

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



Commission File Number 0-27760



MIRANDA GOLD CORP.

(Exact name of Registrant as specified in its charter)



BRITISH COLUMBIA, CANADA

(Jurisdiction of Incorporation or organization)



Unit 1  15782 Marine Drive, White Rock, British Columbia, Canada, V4B 1E6

(Address of Principal Executive Offices)



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

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



1





---







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

|                                 |  | 
|-------------------------------- |  | 
|Common Shares, without par value
|(Title of Class)                

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



N/A(Title of Class)






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

44,892,010 common shares

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

Yes

No

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

No

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

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



2







---







Table of Contents



PART I

GLOSSARY OF TERMS

ITEM 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

8

ITEM 2

OFFER STATISTICS AND EXPECTED TIMETABLE

8

ITEM 3

KEY INFORMATION

8

A.

SELECTED FINANCIAL DATA

8

B.

CAPITALIZATION AND INDEBTEDNESS

9

C.

REASONS FOR THE OFFER AND USE OF PROCEEDS

9

D.

RISK FACTORS

10

ITEM 4

INFORMATION ON MIRANDA

15

A.

HISTORY AND DEVELOPMENT OF MIRANDA

15

B.

BUSINESS OVERVIEW

18

C.

ORGANIZATIONAL STRUCTURE

18

D.

PROPERTY

18

ITEM 5

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

33

A.

OPERATING RESULTS

33

B.

LIQUIDITY AND CAPITAL RESOURCES

33

C.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

35

D.

TREND INFORMATION

36

E.

OFF-BALANCE SHEET ARRANGEMENTS

36

MIRANDA DOES NOT HAVE ANY OFF-BALANCE SHEET ARRANGEMENTS.

36

F.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

36

G.

SAFE HARBOR

37

ITEM 6

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

37

A.

DIRECTORS AND SENIOR MANAGEMENT

37

B.

COMPENSATION

40

C.

BOARD PRACTICES

42

D.

EMPLOYEES

44

E.

SHARE OWNERSHIP

45

ITEM 7

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

48

A.

MAJOR SHAREHOLDERS

48

B.

RELATED PARTY TRANSACTIONS

49

C.

INTERESTS OF EXPERTS AND COUNSEL

49

ITEM 8

FINANCIAL INFORMATION

49

A.

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

49

B.

SIGNIFICANT CHANGES

50



1







---







ITEM  9

THE OFFER AND LISTING

50

A.

OFFER AND LISTING DETAILS

50

B.

PLAN OF DISTRIBUTION

51

C.

MARKETS

51

D.

DILUTION

52

E.

EXPENSES OF THE ISSUE

52

ITEM 10

ADDITIONAL INFORMATION

52

A.

SHARE CAPITAL

52

B.

MEMORANDUM AND ARTICLES OF ASSOCIATION

52

C.

MATERIAL CONTRACTS

52

D.

EXCHANGE CONTROLS

53

E.

TAXATION

53

F.

DIVIDENDS AND PAYING AGENTS

54

G.

STATEMENT BY EXPERTS

61

H.

DOCUMENTS ON DISPLAY

61

I.

SUBSIDIARY INFORMATION

61

ITEM 11

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

62

ITEM 12

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

62

ITEM 13

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

62

ITEM 14

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

62

ITEM 15

CONTROLS AND PROCEDURES

62

ITEM 16

[RESERVED]

62

A

AUDIT COMMITTEE FINANCIAL EXPERT

62

B

CODE OF ETHICS

62

C

PRINCIPAL ACCOUNTANT FEES AND SERVICES

63

D

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

64

E

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

64

ITEM 17

FINANCIAL STATEMENTS

64

ITEM 18

FINANCIAL STATEMENTS

64

ITEM 19

EXHIBITS

65



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



* Miranda has responded to Item 17 in lieu of responding to this Item



2







---







Glossary of terms

|                         |                                                                                                                                                                                                                                                  
|------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                                                                    
|Allocthon                | Rocks that have been moved a long distance from their original place of deposition by some tectonic process, generally related to thrust faulting or gravity sliding.                                                                            
|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).                                                   
|Anomaly                  | A geological feature distinguished by geophysical or geochemical means, which is different from the general surroundings and is often of potential economic value.                                                                               
|Assay                    | An analysis to determine the presence, absence and quantity of one or more metallic components.                                                                                                                                                  
|Au/t                     | Gold per ton.                                                                                                                                                                                                                                    
|Basement                 | Generally of igneous and metamorphic rocks, overlain unconformably by sedimentary strata                                                                                                                                                         
|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.
|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 on November 14, 2004.                                                                                                                              
|Claim                    | Means a mining title giving its holder the right to prospect, explore for and exploit minerals within a defined area.                                                                                                                            
|Cretaceous               | A period of geological time ranging from approximately 145 to 65 million years before present                                                                                                                                                    
|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 which is recovered in long cylindrical sections.                                                                        



1







---









|                               |                                                                                                                                                                                                                                                                                           
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 centimeters to many tens of meters in thickness and may extend for several kilometers.                                                                     
|Epithermal                     | Hydrothermal mineral deposit formed within 1 kilometer of the earths surface, in the temperature range of 50200°C.                                                                                                                                                                      
|Fault(s)                       | 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) of an area of interest.                                                                                                                                         
|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.                                
|Gravity highs                  | Gravity surveys measure the relative density of earth materials. Gravity highs are relatively high-density responses. In gravel-covered terrains gravity highs are inferred as relatively shallow rocks. Gravity lows in gravel-covered terrains are inferred as more deeply buried rocks.
|Hectare                        | A square of 100 meters on each side, or 2.471 acres.                                                                                                                                                                                                                                      
|Horst                          | An elongate block of up faulted rock.                                                                                                                                                                                                                                                     
|Hydrothermal                   | Processes associated with heated or superheated water, especially mineralization or alteration.                                                                                                                                                                                           
|Igneous Rock                   | Rock which formed directly by crystallization from magma.                                                                                                                                                                                                                                 
|Intrusion                      | A general term for a body of igneous rock formed below the surface.                                                                                                                                                                                                                       
|Intrusive                      | The process of, and rock formed by, intrusion.                                                                                                                                                                                                                                            
|Induced Polarization (IP)    | A method of ground geophysical surveying employing an electrical current to determine certain rock characteristics indicative of or related to mineralization                                                                                                                             
|Low sulfidation                | A name applied to gold deposits comprising banded quartz veins that are characterized by no clear association with an intrusive.  Low (and high) sulfidation refers to the chemical state of fluids that produce these veins.                                                             
|Magneto Telluric survey (MT) | A survey designed to test the basement depths, prominent faults the results of which guide drilling targets in pediment areas.                                                                                                                                                            



2







---









|                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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
Probable Mineral Reserve
Proven Mineral Reserve | THE TERMS MINERAL RESERVE, PROVEN MINERAL RESERVE, AND PROBABLE MINERAL RESERVE USED IN THIS ANNUAL REPORT ARE CANADIAN MINING TERMS AS DEFINED IN ACCORDANCE WITH NATIONAL INSTRUMENT 43-101  STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS (NI 43-101).  NI 43-101 ADOPTS THE MEANINGS ASCRIBED TO THESE TERMS IN THE CIM STANDARDS.                                                                                                                                                                                                                                                                                                      
|                                                                | MINERAL RESERVES ARE SUB-DIVIDED IN ORDER OF INCREASING CONFIDENCE INTO PROBABLE MINERAL RESERVES AND PROVEN MINERAL RESERVES.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                | Under the CIM Standards, a Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study.  This 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 may occur when the material is mined.                                                                                                                             
|                                                                | IN THE UNITED STATES, A MINERAL RESERVE IS DEFINED AS A PART OF A MINERAL DEPOSIT WHICH COULD BE ECONOMICALLY AND LEGALLY EXTRACTED OR PRODUCED AT THE TIME THE RESERVE DETERMINATION IS MADE.

Probable Mineral Reserve:  Under the CIM Standards, a Probable Mineral Reserve is the economically mineable part of the Indicated or in some cases Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study.  This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.
|                                                                | THE DEFINITION FOR PROBABLE MINERAL RESERVES UNDER THE CIM STANDARDS DIFFERS FROM THE STANDARDS IN THE UNITED STATES, WHERE PROBABLE RESERVES ARE DEFINED AS RESERVES IN RESPECT OF WHICH QUANTITY AND GRADE AND/OR QUALITY ARE COMPUTED FROM INFORMATION SIMILAR TO THAT USED FOR PROVEN RESERVES (UNDER UNITED STATES STANDARDS), BUT THE SITES FOR INSPECTION, SAMPLING AND MEASUREMENT ARE FURTHER APART OR ARE OTHERWISE LESS ADEQUATELY SPACED, AND THE DEGREE OF ASSURANCE, ALTHOUGH LOWER THAN THAT FOR PROVEN RESERVES, IS HIGH ENOUGH TO ASSUME CONTINUITY BETWEEN POINTS OF OBSERVATION.                                               



3







---









|                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                 | Proven Mineral Reserve:  Under the CIM Standards, a Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study.  This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                 | THE DEFINITION FOR PROVEN MINERAL RESERVES UNDER THE CIM STANDARDS DIFFERS FROM THE STANDARDS IN THE UNITED STATES, WHERE PROVEN OR MEASURED RESERVES ARE DEFINED AS RESERVES IN RESPECT OF WHICH (A) QUANTITY IS COMPUTED FROM DIMENSIONS REVEALED IN OUTCROPS, TRENCHES, WORKINGS OR DRILL HOLES; GRADE AND/OR QUALITY ARE COMPUTED FROM THE RESULTS OF DETAILED SAMPLING AND (B) THE SITES FOR INSPECTION, SAMPLING AND MEASUREMENT ARE SPACED SO CLOSELY AND THE GEOLOGIC CHARACTER IS SO WELL DEFINED THAT SIZE, SHAPE, DEPTH AND MINERAL CONTENT OF RESERVES ARE WELL ESTABLISHED.                                                                                                                                                                                                                                                                                                                
|Mineral Resource,
Inferred Mineral Resource
Indicated Mineral Resource
Measured Mineral Resource | THE TERMS MINERAL RESOURCE, INFERRED MINERAL RESOURCE, INDICATED MINERAL RESOURCE, AND MEASURED MINERAL RESOURCE USED IN THIS ANNUAL INFORMATION FORM ARE CANADIAN MINING TERMS AS DEFINED IN ACCORDANCE WITH NI 43-101 WHICH ADOPTS THE MEANINGS ASCRIBED TO THESE TERMS BY THE CIM STANDARDS.  THEY ARE NOT DEFINED TERMS UNDER UNITED STATES STANDARDS AND MAY NOT GENERALLY BE USED IN DOCUMENTS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION BY U.S. COMPANIES.  AS SUCH, INFORMATION CONTAINED IN THIS ANNUAL REPORT CONCERNING DESCRIPTIONS OF MINERALIZATION AND RESOURCES MAY NOT BE COMPARABLE TO INFORMATION MADE PUBLIC BY U.S. COMPANIES SUBJECT TO THE REPORTING AND DISCLOSURE REQUIREMENTS OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.                                                                                                            
|                                                                                                 | Under the CIM Standards, a Mineral Resource is 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.
Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.  An Inferred Mineral Resource has a lower level of confidence than that applied to an Indicated Mineral Resource.  An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource.



4







---









|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           | Inferred Mineral Resource: Under CIM Standards, an Inferred Mineral Resource is 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.                                                                                                                                                                                                                                                       
|                           | Indicated Mineral Resource: Under CIM Standards, an Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated 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.                    
|                           | Measured Mineral Resource: Under CIM Standards, a Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, 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.
|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 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 a sufficient 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.                                                                                                                                                                                                                                                                                                                                                                                                   
|Net Profit Interest        | Percent of profit earned after all costs to produce and market the commodity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Net Smelter Return (NSR) | A return based on the actual sale price received less the cost of refining at an off-site refinery                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Opt                        | Troy ounces per imperial ton.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



5







---









|                          |                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 or 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.
|Pathfinder                | Trace elements 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.                                                                       
|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 drill | A rotary percussion drill in which the drilling mud and cuttings return to the surface through the interior of the drill pipe.                                                                                                                                                                                                                                                                 
|Royalty interest          | Generally, a percentage interest that is tied to some production unit such as a tonne of concentrate or ounces of gold produced.  A common form of royalty interest is based on the net smelter return.                                                                                                                                                                                        
|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.                                                                                                                                                                             
|Stockwork                 | A large number of cross-cutting veins and veinlets.                                                                                                                                                                                                                                                                                                                                            



6







---









|                   |                                                                                                                                                                                                                                                                                            
|------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 65 million years ago.                                                                                                                                                                     
|3D modeling        | The relatively new use of computer software that creates a view of a geologic interpretation (or model) that can be viewed and manipulated in three dimensions.  3D modeling allows for a more comprehensive precise understanding of the geology  of an area than two dimensional methods.
|Tons               | Dry short tons (2,000 pounds)                                                                                                                                                                                                                                                              
|Tonne              | 1.102 tons (2,204 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.)                                                                                                                                                                     



7







---







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 Miranda we us) consolidated financial statements for the years indicated and is expressed in Canadian dollars.  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 five fiscal years ended August 31.

For the Year Ended August 31

|                                              | 2008       | 2007       | 2006       | 2005       | 2004      
|--------------------------------------------- | ---------- | ---------- | ---------- | ---------- | ----------
|                                              | $          | $          | $          | $          | $         
|Operating Revenue                             | 621,855    | 487,363    | 272,262    | 176,451    | 8,216     
|Loss for the year                             | 3,048,182  | 3,064,083  | 1,815,340  | 2,100,705  | 2,048,055 
|Loss per share  basic and diluted            | (0.07)     | (0.08)     | (0.05)     | (0.08)     | (0.11)    
|Total assets                                  | 12,147,377 | 8,284,959  | 6,976,088  |            |           
|Total liabilities                             | 143,909    | 86,797     | 89,157     | 100,706    | 46,708    
|Working capital                               | 11,545,315 | 7,823,004  | 6,454,957  | 3,130,854  | 1,610,194 
|Net assets                                    | 12,003,468 | 8,198,162  | 7,337,896  | 4,122,293  | 2,154,147 
|Capital stock                                 | 22,718,993 | 18,589,310 | 15,528,015 | 10,493,824 | 7,429,182 
|Dividends per share                           | Nil        | Nil        | Nil        | Nil        | Nil       
|Weighted average number of shares outstanding | 44,389,119 | 38,215,329 | 33,991,092 | 25,684,831 | 18,082,282

Miranda prepares its financial statements in accordance with accounting principles generally accepted in Canada (Canadian GAAP).  There are no material differences in Mirandas financial statements from those principles



8







---







that Miranda would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States (US GAAP).

The following table sets out the closing rates of exchange for the Canadian dollar at August 31, 2008, August 31, 2007, August 31, 2006, August 31, 2005 and August 31, 2004,  the average noon rates for each period, and the range of high and low intra-day rates for the periods.

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

|                                   |           |                |       |      
|---------------------------------- | --------- | -------------- | ----- | -----
|                                   | Average   | High           | Low   | Close
|                                   | Noon rate | Intra-day rate |      
|For the Year Ended August 31, 2008 | $1.01     | $1.07          | $0.91 | $1.06
|For the Year Ended August 31, 2007 | $1.12     | $1.19          | $1.03 | $1.06
|For the Year Ended August 31, 2006 | $1.15     | $1.20          | $1.09 | $1.11
|For the Year Ended August 31, 2005 | $1.23     | $1.31          | $1.17 | $1.19
|For the Year Ended August 31, 2004 | $1.33     | $1.40          | $1.27 | $1.32

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
2008 | July
2008 | August
2008 | September 2008 | October 2008 | November 2008
|High | $1.0320   | $1.0274   | $1.0716     | $1.0821        | $1.2995      | $1.2952      
|Low  | $0.9981   | $1.0032   | $1.0299     | $1.0363        | $1.0646      | $1.1659      

The value of the noon U.S. Dollar in relation to the Canadian Dollar was $1.2352 as of December 15, 2008.

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.



9







---







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 aware of or that 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.

Exploration Funding partner and Joint Venture Risks

Miranda holds its mineral properties directly or through mineral leases.  Our preferred approach is 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 joint ventures. 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.

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.



10







---









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 widely; 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.



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;



11







---









·

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 fuel, power, materials and supplies.



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

Financial Risk

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

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

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

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

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

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

We have incurred losses in the past and will continue to experience losses unless and until we can derive sufficient revenues from our properties.  We have no history of earnings or of a return on investment, and there is no assurance that any of the properties that we have or will acquire will generate earnings, operate profitably or



12







---







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.

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.



13







---









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 United States dollars.  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 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.

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



Certain or our officers and directors are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties.  For example, Doris Meyer, our CFO and Corporate Secretary, also serves as Chief Financial Officer and/or Corporate Secretary  to:  AuEx Ventures, Inc., Crescent Resources Corp., Kalimantan Gold Corporation Limited, Midway Gold Corp., Potash North Resource Corporation, Regency Gold Corp., Rolling Rock Resources Corp and Sunridge Gold Corp.; G. Ross McDonald is also a director of Corriente Resources Inc., Crescent Resources Corp., Dreamweaver Capital Corp. and  Fjordland Exploration Inc.;  Dennis Higgs is also a director of Uranerz Energy Corporation; Steven Ristorcelli is also a director of Esperanza Silver Corporation and Ian Slater is also a director of Cornerstone Capital Resources Inc., P2P Health Systems Inc., Slater Mining Corporation and Zoloto Resources Ltd.



Consequently, there is a possibility that our directors and/or officers may be in a position of conflict in the future.



RISKS RELATED TO MIRANDAS SECURITIES AND THIS OFFERING



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.





14







---







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



The market price of Mirandas common shares has ranged from a high of $1.14 and a low of $0.17 during the twelve month period ended December 15, 2008. See Market for Common Equity and Related Shareholder Matters.  We cannot assure you that the market price of our common shares will not significantly fluctuate from its current level. The market price of our common shares may be subject to wide fluctuations in response to quarterly variations in operating results, changes in financial estimates by securities analysts, or other events or factors. In addition, the financial markets have experienced significant price and volume fluctuations for a number of reasons, including the failure of the operating results of certain companies to meet market expectations that have particularly affected the market prices of equity securities of many exploration companies that have often been unrelated to the operating performance of such companies. These broad market fluctuations, or any industry-specific market fluctuations, may adversely affect the market price of our common shares. In the past, following periods of volatility in the market price of a companys securities, class action securities litigation has been instituted against such a company.  Such litigation, whether with or without merit, could result in substantial costs and a diversion of managements attention and resources, which would have a material adverse affect on our business, operating results and financial condition.



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.



We are a foreign corporation and have officers and directors resident outside the United States, which could make it difficult for you 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



15







---







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 Unit 1  15782 Marine Drive, White Rock, British Columbia V4B 1E6. The contact person is Doris Meyer, Chief Financial Officer and Corporate Secretary. The telephone number is (604) 536-2711 and the facsimile number is (604) 536-2788.

Principal capital expenditures/divestitures over the last three fiscal years

Fiscal year ended August 31, 2006

On September 2, 2005 Miranda entered into an exploration agreement with an option to form a joint venture on the Horse Mountain project with Barrick Gold Corp. (Barrick).

On September 28, 2005 (amended April 25, 2006), Miranda signed an exploration agreement with an option to form a joint venture on the Fuse East property with Barrick.

In September 2005 Miranda staked claims on northern projections of the veins system at Angel Wing.

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

On October 27, 2005 Miranda leased additional claims comprising the Angel Wing property located in Elko County, Nevada.

On November 15, 2005, Miranda signed an exploration agreement with an option to form a joint venture with Barrick on its Fuse West project.

By January 2006 Miranda terminated the option agreement to earn a 100% interest in the Troy property as Miranda was unsuccessful in finding a partner to fund an exploration program.

In April 2006 Miranda staked additional claims for the Iron Point project.

On April 10, 2006 Newmont Mining Corporation (Newmont) terminated its option to form a joint venture with Miranda on the Red Canyon Property.

On May 8, 2006 Miranda terminated the option agreement for the Sampson property.

On July 12, 2006 Miranda signed a letter agreement, replaced by a definitive agreement on October 12, 2006 with Romarco Minerals Inc. (Romarco) to earn an interest in the Red Canyon property.



16







---







During the fiscal year 2006 Miranda allowed the JDW claims to lapse.

Fiscal year ended August 31, 2007

Effective November 30, 2006 Agnico-Eagle (USA) Ltd. (Agnico-Eagle) terminated its option to earn an interest in Mirandas BPV and CONO properties.

On November 22, 2006 Miranda signed an exploration agreement with option to form joint venture with White Bear Resources, Inc. (White Bear) to earn an interest in Mirandas Iron Point property.

In November 2006 Miranda announced that it had staked claims (6.1 square miles) at the Lookout property in Tooele County, Utah.

On December 19, 2006 Miranda amended its mining lease to acquire mining claims for the Angel Wing property so that the number of claims being acquired has been increased and Miranda now has the option to buy up to two percentage points of the NSR for US$1,000,000 per percentage point.  However, the NSR shall never drop below 1% regardless of the price of gold.

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

On May 15, 2007 Miranda signed an exploration agreement with option to joint venture with White Bear to earn an interest in Mirandas Angel Wings property.

On June 27, 2007 Barrick terminated the September 2, 2005 option on the Horse Mountain project after having paid US$60,000 to Miranda and having expended US$873,000 in exploration expenditures thereby exceeding its requirements.  Barrick paid the annual Bureau of Land Management fees on this property due prior to September 2007.

On July 20, 2007 Miranda and Romarco amended their October 12, 2006 agreement on the Red Canyon property so that Romarco was obligated to drill 6,000 feet on the Red Canyon property by December 31, 2007, subject to permitting and drill rig availability, and in no event later than July 12, 2008.

Fiscal year ended August 31, 2008

On February 20, 2008 NewcrestResources Inc. terminated its option agreement on the Redlich property.

On March 4, 2008 Romarco terminated its option agreement on the Red Canyon property.

On March 11, 2008 Miranda signed an exploration with option to joint venture agreement with Queensgate Resources Corporation (Queensgate) to earn an interest on Mirandas BPV, CONO and Coal Canyon properties.

On March 26, 2008 Miranda entered into a 20 year mining lease for mining claims contiguous to the Companys PQ mining claims staked in April 2008.

On August 1, 2008 Miranda signed an exploration with option to joint venture agreement with Montezuma Mines Inc., a subsidiary of CMQ Resources Inc. (CMQ), to earn an interest on Mirandas Red Canyon property.

On August 15, 2008 Miranda signed an exploration with option to joint venture agreement with Newcrest to earn an interest on Mirandas Horse Mountain property.



17







---







On October 16, 2008 Barrick terminated its option agreement on the Companys Red Hill property.

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. We have varying interests in a number of mineral properties located in Nevada and we are dominantly, but not exclusively, focused on the Cortez Trend in that State.  The Companys preferred approach is to joint venture our properties to other companies for their further more advanced exploration and development.

Presently we have 15 gold exploration projects in various stages of exploration.

The majority of the Companys exploration projects are in Nevada, one project is in Utah and the Company is intending to acquire projects in Mexico.  The Nevada projects include the Redlich project located in Esmeralda County; the Red Canyon, Fuse (East and West), Red Hill, Coal Canyon, BPV, CONO, ETTU and DAME projects located in Eureka County; the Horse Mountain project located in Lander County; the Iron Point and PPM projects located in Humboldt County; and the Angel Wings and recently acquired PQ projects located in Elko County. The Lookout property is in Tooele County, Utah. In early April 2008 the Company entered into a project generation agreement in Mexico with Y3K Exploration Company LLC, a company owned and controlled by David Griffith.

We continue to develop exploration models that define favorable areas or potential locations of large sediment-hosted gold systems based on a geologic understanding of recent developments on the Cortez Trend.  Complementing our efforts to identify direct extensions of the Cortez Trend southeast into the Horse Creek Valley-Pine Valley area, we are utilizing Geographic Information Systems (GIS) and regional geological, geophysical and geochemical databases to identify other discrete mineral belts that might be as significant as the Cortez Trend.

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

C.

Organizational Structure

We have one active wholly owned subsidiary, Miranda U.S.A., Inc. and one dormant subsidiary, Minas Miranda, S.A. de C.V.  We are in the process of incorporating a new Mexican subsidiary to hold any mineral property interest in that country.

Miranda U.S.A., Inc. was incorporated under the laws of the State of Nevada.

D.

Property

Overview of Projects



18







---







The projects held under agreements are currently fully described within the project description of each of the Companys projects as well as in the notes to the financial statements.   However, in addition to the mining lease agreements the Company holds Federal Lode claims on each of our projects.

The Company has prepared a summary table shown below that identifies the nature of our ownership or interest in the property, describes our interest in the properties, describes the type,  names, number, unique identifying numbers and the approximate size in acres of each of the claims.

The following is a description of our properties with a location map and the nature of our interests in such properties.  All of Mirandas projects are accessible by road. The notes and schedules to our consolidated financial statements provide the details of acquisition and exploration expenditures on each of our mineral properties.





19







---











20







---









This Annual Report contains information about properties which we have no right to explore or mine.  We advise U.S. investors that the SECs mining operations disclosure guidelines generally preclude disclosing information of this type in documents filed with the SEC as we must focus on properties in which we do have an interest.  U.S. investors are cautioned that mineral deposits on adjacent properties that are mentioned by Miranda are not necessarily indicative of mineral deposits on our properties.  Miranda includes this information for the purpose of providing the reader with a frame of reference for the location of our properties.

Properties under third-party exploration funding agreements

As at December 15, 2008 Mirandas funding partners are exploring and advancing the Coal Canyon, BPV. CONO, Red Canyon, Fuse (East and West), Iron Point, PPM and Angel Wings projects.

Red Canyon Project, Eureka County, Nevada

On November 18, 2003, Miranda entered into a 20-year mining lease for the Red Canyon property with Red Canyon Corporation with a sliding production royalty between 3% to 5% depending on the price of gold, for consideration, payable in stages over 20 years, of US$1,600,000 and the issuance of 75,000 share purchase warrants.  The property can be purchased for $1,000,subject to a retained royalty, if all commitments are met.

The Red Canyon property is subject to a NSR royalty of 3% if the gold price is below US$300 per ounce; 4% if the price of gold is between US$300 and US$400 per ounce; and 5% if the price of gold is over US$400 per ounce.  Miranda has the option to buy two percentage points of the NSR for US$1,000,000 per percentage point.

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

On July 12, 2006 Miranda entered into a binding Letter of Intent with Romarco whereby Romarco could earn a joint venture interest in the Red Canyon property, located in the Cortez Trend of Nevada.   A definitive agreement was signed October 12, 2006 that was amended on July 20, 2007.  Prior to terminating the agreement on March 4, 2008, Romarco completed 6,070 feet of reverse-circulation drilling in eight holes in late 2007. The holes were selected to drill test several disseminated gold targets based on surface mapping, soil geochemistry and interpretation of pre-existing drilling.  On January 15, 2008 Miranda announced the results of the program that include 85 feet of 0.046 ounce per ton gold in drill hole ROM07-01 at the Ice Prospect.  During the term of the agreement Romarco had delivered the Company 250,000 common shares of Romarco and expended in excess of US$500,000 to fund exploration on the project.

On August 1, 2008 the Company signed a definitive agreement with Montezuma Mines Inc., a subsidiary of CMQ, superseding a letter of intent signed June 5, 2008, to enter into an exploration with option to joint venture agreement with the Company on the Red Canyon Property. CMQ may earn a 60% interest by funding US$4,000,000 in qualified expenditures over a five-year period. The first year funding of expenditures, exclusive of property holding costs, of $500,000 is an obligation.  CMQ may then elect to earn an additional 10% interest by completing a bankable feasibility study within four years of election or by funding US$10,000,000 in additional exploration.

CMQ and Miranda geologists are conducting an aggressive exploration program that began in September 2008. The initial plan includes drill testing near-surface targets at the Ice prospect and deeper targets at the Gexa prospect, along with target development in the northern and central portions of the property. Target advancement previous to drilling will include additional soil sampling, geologic mapping and drill hole re-logging in the central portion of the property, and an oxygen/carbon dioxide soil gas survey in pediment covered areas



21







---







The Red Canyon project area covers 7.7 square miles consisting of 237 unpatented lode mining claims. The property adjoins U.S. Gold's Tonkin Springs property to the east.  The project covers an erosional "window" that exposes altered, brecciated and silicified lower-plate carbonate rocks that are age equivalent to the host rocks at the Cortez Hills discovery. Drilling in 2005 by Newmont identified an extensive hydrothermal system between the Ice and Gexa target areas. Newmonts holes encountered deep oxidation, moderate to strong silicification and select intervals of fluidized breccias.  These alteration features combined with elevated gold confirm the presence of a deeper, previously unrecognized Carlin-style gold system.

Fuse (East and West), Eureka County, Nevada

During the year ended August 31, 2004, Miranda staked the Fuse East and Fuse West claim group covering approximately six square miles in Pine Valley.

On September 28 and November 15, 2005 (amended April 25, 2006), we entered into exploration agreements with an option to form a joint venture with Barrick.  Barrick can earn a 60% interest in the Fuse East and Fuse West Properties on completion of US$278,000 in payments to Miranda and completion of US$1,975,000 expenditures on the properties. An additional 5% can be earned by arranging financing for Mirandas share of mine development.  The joint venture will be formed upon completion of the earn-in period.  The option agreement has a minimum duration of two years and a minimum expenditure level for each of the two years.  The agreement terms were amended on April 25, 2006 so that the 2006 work obligation of US$175,000 was deferred into 2007.  Barrick was required to expend US$200,000 by September 28, 2008 which they have indicated they intend to satisfy any shortfall by the payment of cash.  Barrick has funded all cash option payments to the Company as they become due including the payments due on September 28, 2008 and November 15, 2008.

The Fuse claims were staked in alluvial cover over gravity highs.  Interpretation of the gravity data suggests that bedrock is relatively shallow. Several prominent structural features are also expressed in the gravity data.Miranda believes thatmercury soil gas anomalies coinciding with a NNW-WNW-trending fault fabric indicated by gravity surveys are good vectors to covered gold systems in the Cortez Trend.

The Fuse property represents an exploration play with the potential of discovering a Carlin-type deposit under the pediment in Pine Valley.  The Horse Canyon Valley-Pine Valley area, in which Fuse lies, represents a geologic setting similar to Crescent Valley, an area which hosts several mine complexes.

In July 2004 Miranda conducted a real-time mercury soil gas sampling on the Fuse project in order to resolve drill targets. A total of 362 stations were sampled.  Results show low level mercury anomalies.  These anomalies suggest both northeast and northwest trends that can be tested by drilling.

The Fuse East property consists of claims that lie within the boundaries of the Cortez Joint Venture (Barrick 60% - Kennecott Exploration 40%).  One reverse circulation hole was drilled in late 2006 by the Cortez Joint Venture on the Fuse East claims.  The hole was completed to a depth of 1860 feet.  No alteration and no detectable gold was found in the hole.  A total of US$208,977 was spent on this project by the Cortez Joint Venture in 2006.   No work was conducted on the Fuse property in 2007 or 2008.  The Fuse West property consists of claims that lie within the boundaries of the Buckhorn joint venture (Barrick-Teck) exploration area of interest.

Iron Point, Humboldt County, Nevada

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

On June 3, 2005 Miranda entered into a 20 year mining lease and option to purchase the 28 MIP claims with Robert McCusker and Martha Gnam with a sliding production royalty between 2.5% to 3.5% depending on the



22







---







price of gold, for advance minimum royalty payments, payable in stages over 20 years, totaling US$462,000.  The claims can be purchased during the first ten years of the lease outright for cash consideration for between US$1,000,000 to US$2,000,000 depending on the price of gold.

On November 22, 2006 Miranda signed a binding exploration and option to enter into a joint venture agreement with White Bear whereby White Bear may earn a joint venture interest in the Iron Point property.

White Bear can earn a 60% interest by spending US$2,500,000 in qualifying expenditures over five years. White Bear may then elect to earn an additional 10% interest (for a total of 70%) by funding a bankable feasibility study or by spending an additional US$10,000,000. A work expenditure of US$100,000 in the first year and US$200,000 in the second year are obligations with the following year work expenditures optional and escalating in the following three years. A US$20,000 payment has been made to Miranda and in January 2007 White Bear issued to Miranda 100,000 common shares in the capital of White Bear. A second issue of 100,000 common shares of White Bear was due to be issued on the first anniversary of the agreement however the Company has agreed that White Bear may issue the shares on completion of White Bears Initial Public Offering expected in 2009.

A three-hole drill program, funded by White Bear was completed in the spring of 2008.  Miranda, as service operator to White Bear, designed a drill program that tested three target areas for a total of 3,950 feet. One hole tested a north and northwest-trending fault intersection where favorable limestone shows strong oxidation and silicification. Soils are anomalous in the area and rock samples show values up to 0.035 ounce gold per ton. A second drill hole tested for the contact of Ordovician age rocks with either older or younger rock formations in an area where historic drilling shows thick continuous zones of lowlevel gold.  The third hole tested the footwall of a north trending fault zone that may be a source of significant bedding controlled alteration extending east of the fault.  Drill cuttings were collected by ALS Chemex and are being held for assay pending White Bears Initial Public Offering.



The Iron Point Project area covers 5.8 square miles consisting of 178 unpatented lode mining claims. Miranda holds title to 150 of the claims and has a leasehold interest on an additional 28 claims. The project is favorably located at the intersection of the Battle Mountain-Eureka trend with the Getchell Trend.  Airborne magnetic surveys conducted by the US Geological Survey suggest multiple strands of the ore-controlling Getchell fault system cut through the project area.  The local geologic setting at Iron Point includes a repeated pattern of west-northwest and north-northwest intersecting dikes and fault parallel folding, locally associated with gold mineralization. Two metallogenic phases are noted at Iron Point. One is an older (Cretaceous?) intrusive-associated base metal phase and the other a later (?) gold-arsenic dominated phase.  This locus of younger (38MA) gold deposition near an older intrusive-hornfels margin is a repeated pattern in major deposits of both the  Cortez and Carlin Trends and is deemed an important feature at Iron Point.

PPM, Humboldt County, Nevada

In September 2005 Miranda staked the PPM mining claims located on the north end of the Battle Mountain-Eureka Trend.

On April 17, 2007 the Company signed an exploration agreement with option to form a joint venture with Piedmont whereby Piedmont may earn a joint venture interest in the PPM project. Piedmont will earn a 55% joint venture interest in the property by paying the Company US$25,000 before May 17, 2007 (received) and by completing expenditures of US$1,750,000 for exploration activities over a period of five years. A minimum work expenditure of US$175,000 is required in the first year with expenditure minimums increasing in subsequent years which the Company extended to July 17, 2008. Once the initial earn-in phase of 55% has been reached, Piedmont and the Company will enter into a joint venture agreement for which Piedmont will be the operator.  At August 31, 2008 Piedmont had not satisfied its obligations pursuant to this agreement and Piedmont owed the Company



23







---







$30,558 for exploration costs reimbursable to the Company.  Subsequently the Company has recovered US$7,000 and is expecting to recover the full amount owing.

The PPM project covers 3.6 square miles consisting of 116 unpatented lode mining claims.  PPM is approximately 12 miles northwest of the Twin Creeks Mine on the west flank of the Hot Springs Range.

Miranda has identified a pediment-covered gold target along northeast-striking faults, which extends southwest from a sediment-hosted mercury district. The claims are located over an area where those northeast-striking structures intersect gold-in-sagebrush geochemical anomalies proximal to the margin of an inferred buried intrusion.  Sediment-hosted mercury occurrences are frequently in close spatial association with sediment-hosted gold systems and were documented previous to modern gold discoveries in the Carlin, Cortez, and Getchell Trends. The mercury occurrences adjacent to PPM may reflect zoning from a primary gold system under pediment near the intrusive margin.

In 2007, Miranda, on behalf of Piedmont, conducted a detailed gravity survey, sage sampling, and mercury in soil gas surveys to help define structural targets beneath pediment gravels.    A drill program of approximately 15 shallow drill holes, totaling 3,000 feet, has been designed to test the surface of basement highs under the pediment for indications of a gold system.  A subsequent drill program would drill deeper into the basement depending on results from the initial shallower drilling.  The drill permit and reclamation bond are in place for drilling when finances are available to fund the program.

Angel Wings, Elko County, Nevada

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

On October 27, 2005 Miranda entered into a 20 year mining lease with Greg and Heidi Kuzma for 30 unpatented lode mining claims from a private party with a sliding production royalty between 2% to 4% depending on the price of gold, for advance minimum royalty payments payable in stages over 20 years, totaling US$1,540,000.  On December 19, 2006 the agreement was amended so that the number of claims was increased from 30 to 87 and Miranda now has the option to buy up to two percentage points of the NSR for US$1,000,000 per percentage point.  However, the NSR shall never drop below 1% regardless of the price of gold.

On May 15, 2007 the Company signed an exploration agreement with option to joint venture with White Bear whereby White Bear may earn a 60% interest by paying the Company US$30,000, by issuing the Company 100,000 common shares (received) of White Bear and by expending US$2,000,000 over five years.  White Bear may then elect to earn an additional 10% interest by funding a bankable feasibility study or by expending an additional US$10,000,000.  White Bear may then elect to earn an additional 10% interest by completing financial and certain work milestones.

On November 17, 2008 the Company loaned White Bear US$22,500 by way of a promissory note.  The principal amount of US$22,500, together with 100,000 common shares of White Bear, will be due and payable within 30 days of White Bear completing its Initial Public Offering.  The proceeds of the promissory note were used by White Bear to pay half of the underlying lease payment that was due on October 27, 2008.

Miranda, as service operator to White Bear, designed a 10 hole drill program of approximately 3,500 feet to test surface anomalies and the continuity and deeper extensions of historic drill intercepts. Four drill holes will test down-dip extensions of two outcropping veins that returned rock chip values ranging from 0.010 to 2.700 ounce gold per ton. One hole will test what appears to be an extension 1 mile north of these veins with values in rock chips ranging from 0.010 to 0.025 ounce gold per ton. The remaining five holes will testfault controlled and disseminated gold in limestone and basalt in three separate areas of the property.  Pending funding from the White Bear Initial Public Offering, the drill permit has been approved and White Bear has reclamation bonding in place.





24







---







Angel Wings is a low-sulfidation bonanza-vein and disseminated gold system in northeast Nevada. Coarse boiling textures (angel wing textures) are common in veins on the project. The Angel Wings property contains two styles of epithermal gold mineralization associated with a 6-mile long, northeast-striking structural zone.   The first style, with high-grade, gold-bearing, epithermal veins, occurs within a carbonate window eroded through a large volcanic-hosted alteration cell. The poorly exposed veins are up to 10 feet wide and trend northerly through silicified carbonate rocks for 2.5 miles.  Select channel samples, from steeply dipping quartz-calcite-adularia veins, returned assays ranging from 0.010 to 2.700 ounce gold per ton.  The high-grade veins remain untested in a zone measuring one mile along strike, 1,200 feet wide and at depth.

Surface sampling in 2007 also identified the second style disseminated, sediment-hosted gold mineralization with grades up to 0.044 ounce gold per ton in silicified and clay-altered Paleozoic rocks.  Shallow drilling by previous exploration companies for disseminated gold reported intersecting 0.047 ounce gold per ton over 50 feet in drill hole DC-7.  Both styles of gold mineralization will be evaluated with the planned exploration drill program when funding is in place.

Horse Mountain, Lander County, Nevada

On November 23, 2004 Miranda entered into a 20-year mining lease with Bruce Miller on the Horse Mountain property in the Shoshone Range.  The Horse Mountain property is subject to a 3.5% NSR royalty.  Consideration for the mining lease is payable in stages over 20 years of US$1,620,000 and the issuance of 25,000 common share purchase warrants.  Advance royalty payments are due on each anniversary. In 2008, Miller reduced his NSR royalty from 3.5% to 3.0% in exchange for Miranda having quitclaimed 20 claims adjoining the Horse Mountain project to Miller.

On September 2, 2005 Miranda entered into an exploration agreement with an option to form a joint venture with Barrick.  On June 27, 2007 Barrick terminated the option after having paid US$60,000 to Miranda and having expended US$873,000 in exploration expenditures thereby exceeding its funding requirements.  Barrick also paid the annual September 2007 Bureau of Land Management fees on this property.

On August 15, 2008 the Company signed a definitive agreement, superseding a May 15, 2008 letter of intent, to enter into an exploration agreement with an option to form a joint venture with Newcrest.  Newcrest will earn a 60% joint venture interest in the Horse Mountain Property by funding US$3,250,000 in qualified expenditures over a four year period with the first years work commitment of US$500,000 being an obligation.  Thereafter, Newcrest can earn an additional 10% interest by funding an additional US$5,000,000 over a three year period.  The joint venture will be formed upon completion of the earn-in period.  In addition, Newcrest will meet advance royalty payments to Bruce Miller, the lessor, which will not count towards Newcrests earn-in commitment.

Horse Mountain is a sediment-hosted, disseminated gold project 11 miles west of Barricks Pipeline Mine complex, in north-central Nevada.

The property consists of 159 claims that cover a 2 square mile zone of hydrothermally altered chert/quartzite, altered dikes and elevated gold, arsenic, antimony and mercury in the upper-plate of the Roberts Mountains thrust.  Below the flat lying Roberts Mountain thrust, previous drilling intersected oxidized, decalcified and gold-bearing carbonate rocks of the Roberts Mountains Formation.  This formation is host to numerous world-class gold deposits in both the Carlin and Cortez trends. The 98 foot thick intersection of gold mineralization in BHM-001 begins at a depth of 926 feet and is hosted in a northeast-striking structurally-high block (horst) of favorable lower-plate carbonate rocks.

On August 18, 2008 Miranda announced that Newcrest had commenced the 2008 drill program at the Horse Mountain project. Newcrest has permitted 13 drill sites and anticipates drilling up to 20,000 feet. Newcrests



25







---







drill program aims to vector into higher-grade portions of the Horse Mountain gold system in part by off-setting the known mineralization in hole BHM-001.  The program will test structural and gold/arsenic soil geochemical targets north and northeast of drill hole BHM-001, within the northeast-striking structural high.  Specifically, the drilling will test for higher-grade gold zones that may be adjacent to faults that acted as conduits for the gold-bearing fluids or higher-grade mineralization that is confined in structural traps.  Additional drill holes will test soil geochemical anomalies and structural targets north of drill hole BHM-005.

By early October 2008, Newcrest reported that they had completed 9 drill holes for a total of 18,240 feet.  Assays on the samples are pending.

Coal Canyon, BPV, CONO, Eureka County, Nevada

On May 27, 2004, Miranda entered into a 20-year mining leases for the Coal Canyon property with Nevada North with a sliding production royalty between 2.5% to 5% depending on the price of gold and subject to buy down provisions to 2%.

The terms on the lease requires advance annual royalty payments starting at US$6,250 in year one and increasing to US$50,000 by year ten and each year thereafter for a total of US$706,250.

Also, on May 27, 2004, Miranda entered into two 20-year mining leases with Nevada North for the BPV and CONO properties, with a sliding production royalty between 2.5% to 5% depending on the price of gold and subject to buy down provisions to 2%.

The terms on the BPV and CONO leases each require advance annual royalty payments starting at US$6,250 in year one and increasing to US$50,000 by year ten and each year thereafter for a total of US$706,250 per lease.

Kenneth Cunningham, a director and officer of Miranda holds a 10% interest in this property through a prior association with Nevada North.

On April 6, 2005 (amended April 8, 2005) Miranda entered into an exploration agreement with an option to form a joint venture on Coal Canyon with Golden Aria.  On January 26, 2007 Miranda announced that Golden Aria completed a two-hole drill program at Coal Canyon totaling 2,020 feet. The holes, MCC-1 and MCC-2, were designed to test resistivity and self-potential anomalies at the intersections of altered fault zones, in favorable lower plate carbonate rocks.  The holes intersected six, 30 foot to 200 foot thick zones of moderately decalcified, and variably silicified/clay altered silty limestone.  Neither of the holes intersected significantly anomalous gold mineralization. Golden Aria terminated the option on Coal Canyon in March 2007.

On February 4, 2005 Miranda entered into an exploration agreement with an option to form a joint venture on BPV and CONO with Agnico-Eagle. Agnico-Eagle terminated the option effective November 30, 2006.  Prior to termination, Agnico completed a five-hole drill program totaling 7,070 feet on the BPV-CONO project during the term of the agreement.  The drill holes were designed to test for lower-plate carbonate rocks, which were projected based on detailed gravity, magnetotelluric (MT) profiles and mercury gas surveys.  The holes intersected weakly altered to unaltered upper-plate siliceous rocks beneath pediment gravels.  None of the holes intersected favorable lower-plate carbonate rocks, or significantly anomalous gold or pathfinder trace elements.

On March 11, 2008 Miranda entered into an exploration with option to joint venture agreement with Queensgate.  Queensgate may earn a joint venture interest in the Coal Canyon, BPV and CONO projects, located in the heart of northern Nevadas Cortez Gold Trend.  These three properties in aggregate comprise 178 unpatented lode mining claims covering 5.8 square miles.  Queensgate is a privately held company based in Montreal, Quebec.



26







---







Queensgate may earn a 51% joint venture interest in the Coal Canyon, BPV and CONO projects on expending US$3,000,000 in exploration activities and underlying lease payments over a five year period with the first year's US$260,000 expenditure being an obligation.

Once earned, Queensgate may earn an additional 9% interest by funding an additional US$2,000,000 and can eventually earn up to a 70% interest in all three properties by funding a bankable feasibility study on any one of the properties.  The expenditures will include payment of the underlying mineral leases.  Queensgate issued 100,000 common shares of Queensgate to the Company on June 15, 2008 and by March 11, 2009 Queensgate must issue the Company another 100,000 common shares of Queensgate.

Coal Canyon consists of 64 unpatented lode claims ten miles south of Barrick's 12 million ounce Cortez Hills gold deposit.  Lands surrounding the Coal Canyon project are largely controlled by Barrick and US Gold.  The project covers a large percentage of the Windmill window, a geologic feature exposing favorable lower-plate carbonate rocks.  Rocks exposed in the Windmill window are analogous to carbonate rocks that host the nearby multi-million ounce Cortez Hills and Pipeline gold deposits.

In August 2008 Queensgate completed 1,950 feet of reverse-circulation drilling in two vertical holes at Coal Canyon. No significant assays were reported for Hole MCC-003 that was drilled to a depth of 750 feet and intersected the Roberts Mountains Formation, an attenuated section of the Hanson Creek Formation and the upper Eureka Formation. Zones of hydrothermal alteration (decalcification, silicification and/or iron oxidation) from 40 to 70 feet-thick were focused along the Roberts Mountain/Hanson and Hanson/Eureka formational contacts.  Hole MCC-004 was drilled 1,360 feet north of MCC-003 to a depth of 1,200 feet. The hole intersected the lower half of the Roberts Mountains Formation and the upper, middle and a portion of the lower Hanson Creek Formation. Both of these formations are lower plate host rocks to mineralization elsewhere in the Carlin and Cortez Trends. Hydrothermal alteration in the form of decalcification, silicification, sooty pyrite cemented breccias, quartz-dolomite veins and disseminated sphalerite were best developed in the middle and lower Hanson Creek Formation. The drill hole intersected 10 feet of 0.011 ounce gold per ton from 980 to 990 feet within a sooty pyrite / silica-cemented breccia zone. This mineralization occurred within a larger, lower-grade gold zone that returned 230 feet of 0.004 ounce gold per ton from 970 to 1,200 feet. The hole ended in anomalous gold mineralization.

Drill results in MCC-004 are significant as they represent the first Carlin-style, disseminated gold mineralization discovered on the Coal Canyon project. These results will assist in the planning of future drilling programs.

Past exploration in the Coal Canyon project had focused on the northwest-trending Grouse Creek fault that lies on adjacent claims controlled by others. Historic drilling along this fault has reportedly encountered gold mineralization of up to 85 feet of 0.022 ounce gold per ton in the Hanson Creek dolomite and the underlying Eureka quartzite. Gold mineralization is associated with altered dikes, iron oxide and silicification.

The BPV and CONO projects comprised 114 lode mining claims located approximately two miles south of the ET Blue prospect and 8 miles southeast of the Cortez Hills gold deposit.  The Company has no interest in either the ET Blue prospect or the Cortez Hills gold deposits.   Lands surrounding the BPV and CONO projects are largely controlled by Barrick.  The projects occur within an inferred structural corridor between the gold-bearing Grouse Creek fault at Coal Canyon to the south, mineralization-controlling faults inferred for the ET Blue prospect, and the altered fault boundary of the Cortez lower plate window to the north. CONO is on the southern projection of the inferred horst localizing the ET Blue gold-system.  Drill targets have been defined by interpreting pre-existing data including gravity, MT (magneto telluric) profiles, mercury-gas surveys and previous drill holes.

As at December 15, 2008 Miranda is seeking funding partners to continue exploration programs to advance the Redlich, Red Hill, PQ, ETTU, DAME and Lookout projects.



27







---







Redlich Property, Esmeralda County, Nevada

On January 23, 2008 Miranda paid the final US$11,250 and issued the final 15,000 two year share purchase warrants at an exercise price of $0.55 to complete the purchase of the Redlich Property subject to the owner retaining a 3% NSR royalty. Upon completion of a bankable feasibility study, Miranda has the option to buy two percentage points of the NSR for US$1,000,000 per percentage point.

From March 4, 2004 until it was terminated on February 20, 2008 Newcrest had an exploration with option to joint venture agreement with the Company.  During the term of the agreement Newcrest paid the Company US$135,000 and incurred US$1,735,687 in exploration expenditures.

Newcrest completed a first-phase drill program in October 2004 that included 19 holes (R29 through R47) for a total of 11,094 feet of reverse circulation drilling. The highlights of this drilling included high-grade intercepts of 5 feet of 1.35 ounce gold per ton in hole R43, and 15 feet of 0.330 ounce gold per ton in hole R45.  Hole R43 is especially significant in that it intersected a vein approximately 3,000 feet from previously known occurrences.  In addition to these high-grade intercepts, one hole drilled a low-grade intercept of 190 feet of 0.020 ounce gold per ton.

During the summer of 2005, Newcrest completed an additional 26 reverse circulation drill holes (R48 through R74) for a total of 16,145 feet.  This phase of drilling continued testing high-grade gold mineralization and vein continuity in the Redlich fault zone as well as offsetting mineralization in Newcrest drill hole R43. Of particular interest in this round of drilling is an intercept of 1.945 ounce gold per ton over 5 feet.  Notably this intercept includes thinly banded texture within a quartz vein and is significantly deeper than previous high-grade intercepts reported by Newcrest in 2004.

During 2006, Newcrest completed an additional 15 reverse circulation drill holes for a total of 10,978 feet focused on better defining and extending known mineralization. Hole R76 intercepted 0.603 ounce gold per ton over 5 feet and hole R77 intercepted 0.043 ounce gold per ton over 60 feet, including 0.375 ounce gold per ton over 5 feet.

Newcrest added to our property position by staking an additional 52 lode claims to cover lands north and east of the current claim block.  The Redlich property now consists of 171 contiguous lode claims that cover 5.5 square miles.

Newcrests 2007 core drilling program comprised two oriented core holes totaling 2,376 feet.  The holes were designed as offsets to drill hole R-73, a reverse circulation hole that intersected 55 feet of 0.046 ounces of gold per ton and 10 feet of 1.037 ounces of gold per ton.  In drill hole RD-1 significant low-grade gold was intersected from 210 to 265 feet in iron stained to gossanous andesite.

In total, Newcrest completed 40,568 feet of drilling in 61 reverse circulation and 2 diamond drill holes at Redlich. Drilling was focused on a northwest-trending fault corridor hosting high-grade gold in low-sulfidation quartz veins and thick, continuous zones of disseminated / quartz-stockwork-hosted gold surrounding the high grade veins. Extensive geologic mapping and a ground magnetic geophysical survey were also completed.

Subsequent to Newcrest terminating the agreement, Miranda contracted Mine Development Associates, Inc. (MDA) to review drill and assay data collecting during the previous exploration programs at Redlich.  The review consisted of a statistical analysis and examination of data in three-dimensional views.  The intent of the review was to assess potential continuity of higher-grade mineralization and to model the epithermal vein system present on the property.



28







---







On March 20, 2008, MDA stated in its findings that the data provides good insight into the project and that there is strong evidence for the existence of a real, and potentially substantial, epithermal deposit on the property.

MDA found that 55% of all drill-hole samples grading over 0.029 ounce gold per ton are contained within an approximate east-west plane dipping 45o to the south. The strike length of this plane is approximately 1,150 feet long and extends down dip approximately 590 feet.  All drill holes that intersect this plane as defined above have reported intercepts of gold grades greater than 0.029 ounce gold per ton.  The best intercept in the plane is 5 feet of 1.945 ounce gold per ton.

Two high-grade drill samples of 0.438 ounce gold per ton and 0.788 ounce gold per ton occur to the southeast of the defined plane at a distance of 1,065feet and 5,000feet, respectively.   According to MDA, these drill intercepts remain open and only partially tested and represent potential for additional parallel vein sets.

By evaluating gold and silver grade changes by elevation, MDA found evidence for a favorable horizon for precious metal deposition.  Gold values show an increase between 4,265 feet and 4,755 feet in elevation.  The trend is more profound for silver and suggests a lower horizon favorable to its deposition, a characteristic not unusual for epithermal precious metal deposits.  Mirandas geologic team believes this favorable elevation represents the boiling zone at which gold was precipitated from hot fluids during mineral deposition.

MDA suggests that further exploration is justified and that it should concentrate on the orientation and favorable elevation of the best-fit plane as well as around the two isolated drill intersections of +0.438 ounce gold per ton.

Prior exploration drilling was oriented with the belief that the vein trended in a northwesterly direction.   MDAs identification and documentation of a best-fit plane to higher-grade gold as well as a favorable vertical horizon for precious metal deposition has helped resolve remaining potential on the project.  These results will contribute to the efficient design of subsequent drill programs.

An illustration of the best-fit plane for Redlich gold mineralization is available on Mirandas website at http://www.mirandagold.com/s/Redlich.asp.

In September 2008, the Company began evaluating a possible copper-molybdenum porphyry target on the Redlich property.

The porphyry target was explored with core drilling by Molycorp, Bear Creek, and Amax, Inc. in the early 1960s and Inspiration Development Company ("Inspiration") in the early 1980s. Miranda recently obtained portions of the Inspiration drill core. Miranda re-logged some of the core and submitted for assay a 40 foot interval from 369 to 409 feet from Inspiration drill hole RH-5. This interval contains visible native copper, chalcopyrite, bornite and copper sulfates within a quartz monzonite intrusion that shows weak silicification and moderate phyllic alteration. Assays for this interval returned 1.33% copper. Several historic drill holes show visible chalcopyrite and molybdenum within quartz veinlets and as fine grained disseminations. Historic assays from Inspiration drill hole EDH-9 show 600 feet of 624 parts per million (0.062%) molybdenum from 1000 to 1700 feet. RH-5 and EDH-9 represent the best of 10 known historic holes drilled within the target area.

A company which holds geothermal rights that overlap the Redlich claims recently completed a test hole on the Redlich property within the area of the porphyry target. This hole went to 1940 feet.  Miranda was supplied with 30 foot composite samples from this hole for logging and assaying.  Anomalous assay results include 990 feet of 545 parts per million (0.055%) copper from 710 to 1700 feet and 780 feet of 161 parts per million (0.016%) molybdenum from 710 to 1460 feet.



29







---







Miranda is seeking a joint venture partner to advance either the epithermal gold vein or the copper-molybdenum porphyry target on this property.

Red Hill Property, Eureka County, Nevada

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

The terms on the lease requires advance annual royalty payments starting at US$12,500 in year one and increasing to US$60,000 by year ten and each year thereafter for a total of US$906,250.

Kenneth Cunningham, a director and officer of Miranda holds a 10% interest in this property through a prior association with Nevada North.

From October 27, 2004 until it was terminated on October 16, 2008 the Company had an exploration agreement with an option to form a joint venture with Barrick.  During the term of the agreement Barrick paid the Company US$190,000 and expended in excess of US$537,500.

Beginning in late October 2007 Barrick completed 11,765 feet of reverse-circulation drilling in six vertical holes to in part follow up on BRH-013, which in 2006 intercepted 45 feet 0.237 ounce gold per ton from 1,920 to 1,965 feet.

BRH-016 was drilled 650 feet north of BRH-013 and it intersected two vertically-extensive zones of hydrothermal alteration in lower-plate limestone: a) variably decalcified, oxidized and carbon-bearing Devils Gate limestone from 1,360 to 1,785 feet and b) carbon and clay altered Denay limestone with igneous dikes from 2,115 to 2,265 feet.  Significant gold was not intersected.

BRH-021 was drilled 720 feet northwest of BRH-013, along strike of a prominent geophysical resistivity anomaly that guided the placement of BRH-013.  The hole intersected two intervals of variably decalcified, silicified and weakly oxidized lower-plate limestone at 1,100 to 1,470 feet and 1,810 to 2,135 feet.  Sulfidized igneous dikes, similar to those intersected in the BRH-013 gold-bearing interval, were intersected from 1,810 to 1,860 feet. Ten feet of 0.081 ounce gold per ton fault-controlled gold mineralization, hosted in decalcified and clay-altered Denay limestone, a characteristic of Carlin-type systems, was intersected from 2,125 to 2,135 feet. BRH-021 also intercepted 5 ft 0.023 ounce gold per ton from 1,830 to 1,835 feet.

On the east side of the property two drill holes BRH-023 and BRH-024 tested pediment-covered targets outboard from a series of historic antimony prospects.  The holes were located based on three criteria: 1) prospect pits along the range front exposing strong decalcification, silicification, antimony mineralization and anomalous gold mineralization in lower-plate limestone; 2) gravity data that identified structural features beneath shallow pediment cover, and 3) projected splays of the Long fault.  Both holes intersected similar geology: a thin veneer of alluvium, upper plate siliciclastic rocks and a fault that removed the targeted limestone.  BRH-023 intercected 5 feet 0.014 ounce gold per ton from 1,070  to 1,075 feet, 5 ft 0.012 ounce gold per ton from 1,115 to 1,120 feet and 10 ft 0.013 ounce gold per ton from 1,175 to 1,185 feet.  BRH-024 intercepted 10 feet 0.013 ounce gold per ton from 960 to 970 feet, 5 feet 0.027 ounce gold per ton from 1,100 to 1,105 feet and 5 feet 0.013 ounce gold per ton from 1,210 to 1,215 feet.

Two drill holes (BRH-017 and BRH-017A) ended prematurely in limestone voids before testing their intended targets.



30







---







In October 2008 Barrick completed two deep drill holes at Red Hill. One hole was collared 1,000 feet to the southeast and one hole was 2,450 feet to the west of BRH-013.  Based on preliminary results Barrick elected to terminate the agreement on October 15, 2008 prior to a $150,000 payment that would have been required be paid to the Company by October 27, 2008.

Miranda geologists strongly believe that additional targets exist in the area of BRH-013 and that the property has not yet been fully tested.  Priority targets include the SE-strike extension of the CSAMT anomaly associated with the mineralization in BRH-013.  A 1,300 foot by 1,700 foot >20 parts per billion gold in soil anomaly is developed in a NW-striking syncline, with laterally-extensive hydrothermal alteration.  Previous drill holes did not test this shallow target area.

Another target is identified proximal to the historic antimony pits on the east side of the project.  Twenty holes were drilled in this area; however only three holes exceeded 700 foot depths.  These three holes ended in 35-150 parts per billion gold.  A review of historic drilling should be conducted to determine if the deeper holes intersected the favorable Red Hill member of the Denay, the unit hosting mineralization in BRH-013.

The Red Hill property is comprised of a mining lease covering 79 lode mining claims that occupy a large percentage of the JD Window. The JD Window exposes lower-plate carbonate rocks that elsewhere in the Cortez Trend are the host rocks for disseminated gold deposits. Extensive hydrothermal activity has caused argillic alteration, decalcification, widespread iron oxide staining and silicification of the carbonate rocks. Anomalous gold mineralization is located in several prominent faults and is associated with barite and antimony mineralization.

Miranda is actively seeking a new partner to continue exploration on this property.

PQ Property, Elko County, Nevada

In April 2008 the Company leased 36 claims covering one square mile and staked an additional 100 claims totaling 2.75 square miles surrounding the leased claims comprising the PQ Property.



The PQ Property is located approximately 18 miles east of Wells, Nevada and approximately 8 miles north of the AuEx Ventures Inc. (AuEx) and Agnico Eagle (USA) Ltd. (Agnico-Eagle) West Pequop Project. Agnico-Eagle has recently staked claims that adjoin Mirandas PQ Property on the southeast. Many companies are continuing aggressive claim staking in this area of the Pequop Mountains under the premise that the AuEx Long Canyon and West Pequop discoveries may represent a new gold trend in Nevada.  The geology on the property is a sedimentary rock sequence including limestone, shale and conglomerate.  These rocks are cut by predominately north- and west-northwest-trending faults. Locally, the fault zones control jasperoid and gossan occurrences and are marked by weak silicification and bleaching.  Limited rock chip sampling shows weakly anomalous gold and arsenic mineralization, and significantly anomalous mercury, antimony and zinc.



In 2008 Miranda conducted rock chip sampling and limited reconnaissance mapping on the property.  No additional anomalies were generated and only the original 36 leased claims were retained.

Miranda will be actively seeking a new partner to continue exploration on this property.

ETTU and DAME Properties, Eureka County, Nevada

In 2004 and 2005 Miranda staked two claim blocks called the ETTU and DAME projects in Kobeh Valley, on the south end of the Eureka - Battle Mountain (Cortez) Gold Trend as a result of evaluating geophysical data (specifically, filtered gravity), mercury gas data, and other exploration data-sets. The results of studies by the Company and competitor exploration activities in the Kobeh Valley prompted Miranda's claim staking.





31







---







The Company targeted the ETTU area based on structural interpretations of gravity data. The ETTU property covers a portion of the Kobeh Valley pediment on the projected intersection of two mineral trends. Data suggests that a prominent northwest structure extends south from the Afghan deposit to intersect the east-southeast projection of the Gold Bar structure beneath shallow gravel on the ETTU property. Upper Devonian carbonate rocks to the north are expected to occur under pediment gravel on ETTU. The Company has conducted no exploration on the ETTU claims. Airborne resistivity and magnetic surveys were acquired for the property and will be used to advance drill targets if and when a funding exploration partner is found.



The DAME claim group extends approximately 7 miles to the southeast off the north flank of Lone Mountain.  The Company infers that any large Carlin-type gold system beneath Kobeh Valley would likely produce a NW-SE trending, district-scale array of en echelon deposits associated with WNW, NNW and NE-trending fault blocks. Miranda's DAME claims are located on such fault intersections and basement highs as suggested by filtered gravity data.  The Company has not conducted any exploration on the DAME property.



The Company has reduced the size of the original claim blocks staked in 2007 and 2008.

Miranda will be actively seeking a new partner to continue exploration on this property.

Lookout property, Tooele County, Utah

In October 2006, Miranda staked lode claims that cover two unique areas of hydrothermally-altered and brecciated carbonate rocks that contain elevated gold, arsenic, antimony, mercury and thallium. These features indicate favorable geologic conditions known to be associated with sediment-hosted gold deposits.



Lookout is in the eastern portion of the Great Basin physiographic province, an area known to host economic, sediment-hosted gold deposits such as Mercur, Barney's Canyon and Melco. The property is 23 miles southwest of the 3.5 million ounce Mercur gold mine, which was active until 1997.  Miranda holds no interest in the Mercur, Barneys Canyon and Melco gold deposits.  Mirandas exploration strategy in Utah is to identify early-stage sediment-hosted gold opportunities in under-explored terrains.  Miranda geologists believe the Lookout project meets these criteria and systematic exploration is warranted.



At Lookout, United States Geological Survey mapping illustrates north-south trending mountain ranges that inflect into a west-northwest striking fault/fold corridor. Within this corridor, Cambrian through Mississippian-age carbonate rocks, chert and quartzite are exposed at surface. The Great Blue Formation, gold host at the Mercur gold mine, is exposed on the northern portion of the property.  Detailed mapping at Lookout indicates these rocks are cut by west-northwest, northeast and north-south striking faults that focus hydrothermal alteration in the form of iron oxides, decalcification, silicification, clay alteration, quartz and calcite veins, and carbon.



To guide drill target selection, Mirandas exploration team collected geochemical samples, mapped and prospected with a portable NITON x-ray fluorescence unit. The NITON measures elemental concentrations of rocks in the field and provides real time data to guide geochemical sampling.  Contractors completed a 497-station, property-wide gravity survey in fiscal 2007.  Interpretation of the gravity survey has identified numerous structural features and assisted in the design of a 561 station soil sampling survey.

Miranda will be actively seeking a new partner to continue exploration on this property.

Mexico project generation agreement

In early April 2008 Miranda signed an agreement with Y3K Exploration Company LLC (Y3K). Pursuant to the agreement, Y3K and its owner/manager, David Griffith, conducted a project generation program in Mexico to locate and acquire properties having the potential to host large deposits of any valuable metals and minerals.  The program was funded by and for the benefit of Miranda.  Y3K has accumulated an extensive database of



32







---







potential mineral targets in Mexico and David Griffith has expertise in doing business, exploration and acquiring mining properties situated in Mexico.

Mr. Griffith has been active in Mexico for 15 years. While working as a geologist for Recursos Cruz del Sur S.A., Mr. Griffith took part in the La Esperanza discovery in 1993, currently known as the Cerro Jumil project that is now wholly-owned by Esperanza Silver Corporation, in the State of Morelos, Mexico.

Miranda engaged Y3K on a renewable 12-month contract to conduct a minimum annual exploration program of US$200,000 in calendar 2008.   A wholly owned Mexican subsidiary of Miranda is being organized to directly stake or acquire projects identified through the program.  Miranda and Y3K jointly established the work program and budget.

This program is a natural progression from the Companys generative exploration in Nevada.  A Mexican program would allow the Company to have an active field season twelve months out of the year.  The Companys exploration team will assist Mr. Griffith by advancing the acquired projects through exploration in preparation for offering the projects to potential joint venture partners.

By October 2008 two copper-gold targets have been identified for possible acquisition subject to land availability.  Initial reconnaissance evaluation or review of historic and current data has been conducted on both of these projects.  Miranda does not intend to renew the contract for calendar 2009 but will engage Y3K from time to time as required.

None of Mirandas properties 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 financial statements of Miranda, which statements are prepared as a going concern in accordance with Canadian GAAP.

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, mostly located in Nevada, and is dominantly, but not exclusively, focused on the Cortez Trend.

Results of Operations for the year ended August 31, 2008, 2007 and 2006

The Company incurred a loss of $3,048,182 (2007 - $3,064,083; 2006 - $1,815,340) and a comprehensive loss of $3,079,006 for the year ended August 31, 2008 (2007 - $3,064,083; 2006 - $1,815,340).

Expenses for the year ending August 31, 2008 were $3,670,037 (August 31, 2007 - $3,551,446; August 31, 2006 - $2,277,928). When comparing the expenses on a cash basis by eliminating the non-cash charges for amortization and stock based compensation expense, the cash expenses for the same years are $2,085,358 (August 31, 2007 -



33







---







$1,932,678; August 31, 2006 - $1,527,576).  The increase for the year ended August 31, 2008 was 8% higher than the year ended August 31, 2007 and 36% higher than the year ended August 31, 2006.

Significant differences between the years follow:

Investor relations and travel and business promotion combined to $384,187 for the year ended August 31, 2008 (August 31, 2007 - $365,134; August 31, 2006 - $244,757).  The Companys comprehensive market awareness campaign included attendance at investor conferences in North America and Europe.

Consulting fees and wages and benefits combined to $772,534 for the year ending August 31, 2008 (August 31, 2007 - $757,706 August 31, 2006 - $446,486).  The Companys President is based in Reno and the Company has four full time employees based in our exploration office in Elko, Nevada.

Management fees for the year ending August 31, 2008 were $12,500 (August 31, 2007 - $42,500, August 31, 2006 - $104,494).  The fees for the 2006 fiscal year include a payment of $32,994 to Ubex Capital Inc., a company controlled by a Dennis Higgs, a director, for services related to helping arrange the sale of investment stock held for sale by the Company.  Ubex is no longer paid management fees.

Office rent, telephone, secretarial and sundry costs was the next most significant cost for the year ended August 31, 2008 was $130,949 (August 31, 2007 - $148,586; August 31, 2006 - $237,555).  Fees paid to a company controlled by Dennis Higgs, a director, for rent, telephone, secretarial, website, internet and office services included in this total were $nil for the year ended August 31, 2008 (August 31, 2007 - $10,000; August 31, 2006 - $127,700) and reimbursements paid to Golden Oak for out-of-pocket office supplies, expenses, telephone and couriers for the year ended August 31, 2008 were $6,740 (August 31, 2007 - $9,216; August 31, 2006 - $nil).  In the fiscal year ended August 31, 2006 the Company shared office space and personnel for the Vancouver office.

Property exploration costs in the year ended August 31, 2008 were $583,203 were net of recoveries from funding partners of $449,344 (August 31, 2007 - $397,678 net of $402,442; August 31, 2006 $300,730 net of $91,675).  In keeping with the Companys change in accounting policy in 2006 exploration costs are expensed until such time as an economic reserve has been defined on the mineral property and a decision to proceed with development has been made.  The Company acts as a service contractor to some of the Companys funding partners on certain properties for which it was paid a management fee of $26,276 in the year ended August 31, 2008 (August 31, 2007 - $37,083; August 31, 2006 - $2,092).

In the year ended August 31, 2008 the Company received mineral property option payments totaling $263,664 (August 31, 2007 - $335,771; August 31, 2006 - $226,663).   In accordance with the Companys accounting policy, option payments received are first credited to the individual projects mineral property costs before any remaining portion is recognized as revenue.  In the year ended August 31, 2008 the Company recognized $140,946 as mineral property option payments received in excess of cost (August 31, 2007 - $168,331; August 31, 2006 - $103,722).

In fiscal year 2006 the Company received net proceeds of $329,938 from the sale of 8,250,000 common shares of Gulf Coast Oil and Gas.

In fiscal year 2006 the Company was unsuccessful in finding partners to joint venture and fund the exploration costs of the Sampson and Troy projects and the Company wrote off $46,499 of mineral property costs and $4,693 of computer equipment no longer being shared by the Company.

The Companys projects are at the exploration stage and have not yet generated any revenue from production to date. Net losses have increased over the past four years as a result of administrative costs associated with the increase of activity and the Company acquiring several additional mineral projects.



34







---







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

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.



Miranda applies the 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 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 joint venture partners cost to earn an interest.



Mirandas revenue from operations to date includes management fees earned from acting as a service contractor to certain exploration funding partners and mineral property option proceeds from properties where all acquisition costs have been recovered.  Miranda does not anticipate mining revenues from the sale of mineral production in the foreseeable future. The operations of Miranda 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.  Miranda anticipates seeking additional equity investment from time to time to fund its activities that cannot be funded through other means.



Miranda began the 2008 fiscal year with cash and cash equivalents of $7,481,150.   In the year ended August 31, 2008 the Company expended $1,365,013 on operating activities and $122,488 on investing activities and received $5,278,816 from financing activities to end on August 31, 2008 with $11,272,465 in cash and cash equivalents.  The cash equivalent component is $10,750,000 which has now been invested in Canadian federal government backed treasury bills and term investment certificates guaranteed by the Bank of Montreal.



On October 5, 2007 Miranda closed a $4,683,000 non-brokered private placement.  A total of 4,460,000 units at $1.05 per unit (a Unit) were issued.  Global NR Holding SA, a Luxembourg based holding company which is controlled by the Lundin Family purchased 2,400,000 Units and Exploration Capital Partners 1998-B Limited Partnership which is controlled by The Rule Family Trust purchased 1,465,000 Units.  Insiders and other investors purchased the remaining 595,000 Units.  Each Unit consisted of one common share (a Share) and one non-transferable common share purchase warrant (a Warrant).  Each Warrant will entitle the holder thereof to purchase one additional Share for a period of two years at a purchase price of $1.50 per Share.  If, after the expiry of all resale restrictions, the volume-weighted average Share price of Miranda is $2.10 or greater on the TSX Venture Exchange for any consecutive 10 days of trading, Miranda may, at its discretion, provide notice of an earlier expiry date of the Warrants, in which case the Warrants shall expire 30 business days after giving such notice.



During the year ended August 31, 2008 Miranda raised a total of $640,438 cash proceeds from the exercise of 563,750 share purchase warrants and $14,850 cash proceeds from the exercise of 55,000 stock options.



There are 7,307,052 common shares reserved for granting pursuant to the shareholder approved stock option plan (the Plan).  Before the following series of transactions there were 1,173,302 available to grant.



On February 1, 2008 the Directors granted Stock Options to Directors and officers on 1,170,000 shares of Mirandas capital stock, exercisable for up to five years at a price of $0.70 per share, which price is the last closing price of the Companys shares prior to the date of grant.  The options granted will vest 25% immediately, and 25% every six months thereafter from date of grant and will be subject to any applicable regulatory hold periods.





35







---







On February 1, 2008 the Directors re-priced 945,000 stock options previously granted to four employees and one consultant who are not insiders at a price of $0.70 per share.  The life of these stock options will remain unchanged.



Finally, the Directors with the consent of the option holders have cancelled 3,095,000 stock options previously granted to Directors and Senior Officers and no new options will be granted to any of these individuals for twelve months.



Management feels these adjustments have been made for the benefit of its shareholders and will provide additional incentive for the technical team upon whom Miranda relies for future exploration successes. At February 1, 2008 Miranda effectively reduced the number of stock options outstanding from 5,613,750 options to 3,688,750 options.  Subsequent to February 1, 2008 55,000 stock options were exercised so that at December 15, 2008 there were 3,633,750 stock options outstanding that as they vest, and depending on Mirandas share price, would be expected to be exercised and would contribute additional cash to the treasury.



At December 15, 2008 Miranda had 4,739,750 outstanding share purchase warrants at a weighted average exercise price of $1.49 which if all are exercised will raise $7.1 million.



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

C.

Research and Development, Patents and Licenses

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

D.

Trend Information

Trends that are considered by Miranda to be reasonably likely to have a material effect on our results of operations are discussed above under Results of Operations 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 natural 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 metals 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.

E.

Off-Balance Sheet Arrangements

Miranda does not have any off-balance sheet arrangements.

F.

Tabular Disclosure of Contractual Obligations

The following table outlines the current contractual obligations of Miranda as at August 31, 2008:

|                           |                        |                     |                     |                     |                    
|-------------------------- | ---------------------- | ------------------- | ------------------- | ------------------- | -------------------
|                           | Payments due by period
|Contractual Obligations    | Total                  | Less than 1
year    | 1-3 years           | 3-5 years           | More than 5
years  
|Long-term Debt Obligations | $                 -    | $                 - | $                 - | $                 - | $                 -



36







---









|                            |                     |                     |                     |                     |                    
|--------------------------- | ------------------- | ------------------- | ------------------- | ------------------- | -------------------
|Capital Lease Obligations   | $                 - | $                 - | $                 - | $                 - | $                 -
|Operating Lease Obligations | $                 - | $                 - | $                 - | $                 - | $                 -
|Purchase Obligations        | $                 - | $                 - | $                 - | $                 - | $                 -
|Other Long-term Liabilities | $                 - | $                 - | $                 - | $                 - | $                 -

G.

Safe Harbor

Certain statements contained in the foregoing Results of Operations and elsewhere in this 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, receipt of permits and approvals from governmental authorities.



ITEM 6

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.

Directors and Senior Management

The following table lists as of December 15, 2008, the names of the directors and senior management of Miranda. Each of the directors has served in his or her respective capacity since his or her election and/or appointment and will serve until the next annual general meeting of shareholders.

|                   |                             |                                                                                                                              
|------------------ | --------------------------- | -----------------------------------------------------------------------------------------------------------------------------
|Name               | Title                       | Date First Elected/Appointed                                                                                                 
|Kenneth Cunningham | Director, President and CEO | November 7, 2003 President of Miranda U.S.A. Inc. and on February 9, 2004 as President and Chief Executive Officer of Miranda



37







---









|                        |                                                                    |                                                                          
|----------------------- | ------------------------------------------------------------------ | -------------------------------------------------------------------------
|Dennis L. Higgs3        | Director                                                           | May 4, 1993 and until February 1, 2006 Chief Financial Officer of Miranda
|Steven Ristorcelli 1, 2 | Director                                                           | February 20, 1995 and until July 29, 2003 Corporate  Secretary of Miranda
|G. Ross McDonald1, 3    | Director                                                           | August 9, 2006                                                           
|James Cragg2            | Director                                                           | December 13, 2004                                                        
|Ian Slater1,3           | Director                                                           | December 10, 2007                                                        
|Doris Meyer             | Chief Financial Officer and since June 1, 2006 Corporate Secretary | February 1, 2006                                                         
|Joseph Hebert           | Vice President Exploration                                         | December 8, 2003                                                         

1 Member of the Audit Committee

2 Member of the Compensation Committee

3  Member of the Corporate Governance and Nominating 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.

Dennis L. Higgs

Dennis Higgs, B. Com is a director and until February 1, 2006 he was also the Chief Financial Officer of Miranda. Mr. Higgs has been a director of Miranda since 1993. Mr. Higgs is President of Senate Capital Group Inc., a private venture capital and resource management company.  He is also Chairman and a director of Uranerz Energy Corporation, a company engaged in exploration for uranium and listed on the NYSE Alternext (formerly the American Stock Exchange) and the Toronto Stock Exchange.

Kenneth Cunningham

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



38







---







Tenneco Minerals Company and a Resident Manager with Echo Bay Mining Company.  Mr. Cunningham sits on the Uranerz Energy Corporation Advisory Board.

Steven Ristorcelli

Steven Ristorcelli is a director of Miranda and has served in this capacity since 1995. Mr. Ristorcelli brings thirty years of geological, advanced stage exploration and development and mining experience to the Board. He has been Principal Geologist with Mine Development Associates of Reno, Nevada for seventeen years where he specializes in resource modeling, audits and evaluations. His work as a consultant takes him throughout North America, South America, Europe and Africa. He is also a director of Esperanza Silver Corp. Mr. Ristorcelli is an independent director.

James Cragg

James F. Cragg is a director of Miranda and has served in this capacity since December, 2004.He is a business and marketing consultant and until recently 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.

G. Ross McDonald

G. Ross McDonald is a director of Miranda and has served in this capacity since August 9, 2006.  Mr. McDonald is an Associate with Smythe Ratcliffe LLP, Chartered Accountants and brings a long history of experience in dealing with junior resource companies in various capacities, including Chief Financial Officer.  Mr. McDonald has been a registered Chartered Accountant since 1968 and he is a director of Corriente Resources Inc., Crescent Resources Corp., Dreamweaver Capital Corp. and Fjordland Exploration Inc. Mr. McDonald is an independent director.

Ian Slater

Ian Slater is a director of Miranda and has served in this capacity since December 10, 2007.  Mr. Slater was recommended to Miranda by the Lundin Group of companies following a 2008 financing in which Global NR Holding SA, a Luxembourg based holding company which is controlled by the Lundin Family, participated in an equity financing with Miranda.

Mr. Slater has been involved in the gold mining industry for 16 years and most recently was a partner with Ernst & Young where he led their mining practice. Mr. Slaters expertise has also focused on Central Asia and Russia, dealing with government negotiations for many major mining companies. Mr. Slater has a Bachelor in Business Administration and is a Canadian Chartered Accountant.  Mr. Slater is a director of Cornerstone Capital Resources Inc., P2P Health Systems Inc., Slater Mining Corporation, Zoloto Resources Ltd.  Mr. Slater is an independent director.

Joseph Hebert

Joe Hebert, B.S. Geo., is Vice President Exploration. Mr. Hebert brings twenty-four years of experience from diversified mineral exploration and mining geology through to senior geologist and exploration management. Seventeen of these years have been focused in Nevada.  Prior to joining Miranda in 2003 Mr. Hebert had 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 7.5 million ounce Cortez Hills deposit and he directed all generative and acquisition efforts within the Cortez Joint



39







---







Venture area of interest. Mr. Hebert is credited with team participation in multiple gold discoveries in Nevada and Utah over the course of his career.  Mr. Hebert sits on the Uranerz Energy Corporation Advisory Board.

Doris Meyer

Doris Meyer joined Miranda as its Chief Financial Officer effective February 1, 2006 and as Corporate Secretary effective June 1, 2006.  She is a member of the Certified General Accountants Associations of British Columbia and Canada since May 21, 1985.   Through her 100% owned company, Golden Oak Corporate Services Ltd., she and her team provide corporate and financial compliance services to publicly traded mining companies.

B.

Compensation

Miranda pays to each director, who is not an employee, member of management or a consultant to Miranda, an annual fee of US$6,000 for his services as a director of Miranda. In the fiscal year ended August 31, 2008 Miranda paid $20,172 in director fees.  Directors of Miranda are entitled to be reimbursed for reasonable expenditures incurred in performing their duties as directors.  Miranda may, 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, 2008.

|                   |                  |                 |                |                 
|------------------ | ---------------- | --------------- | -------------- | ----------------
|Name               | Date of grant    | Options granted | Exercise price | Expiry date     
|Dennis Higgs       | February 1, 2008 | 130,000         | $0.70          | February 1, 2013
|Steven Ristorcelli | February 1, 2008 | 97,000          | $0.70          | February 1, 2013
|James F. Cragg     | February 1, 2008 | 105,000         | $0.70          | February 1, 2013
|G. Ross McDonald   | February 1, 2008 | 99,000          | $0.70          | February 1, 2013
|Ian Slater         | February 1, 2008 | 100,000         | $0.70          | February 1, 2013

On February 1, 2008 the Directors granted a total of 1,170,000 stock options to directors and officers exercisable for up to five years at a price of $0.70 per share to vest 25% immediately and 25% every six months thereafter.   With the consent of the director and officer option holders, 3,095,000 stock options were cancelled. No new options will be granted to these directors and officers for twelve months

The following table is a summary of the compensation paid to Mirandas senior management in the most recently completed three fiscal financial years ended August 31.



40







---







Summary Compensation

|                                                             |                             |                            |             |                           |                                  |                                                
|------------------------------------------------------------ | --------------------------- | -------------------------- | ----------- | ------------------------- | -------------------------------- | -----------------------------------------------
|Name and principal position                                  | Fiscal year ended
August 31 | Salary                     | Bonus       | Other annual compensation | Securities
Under
Options Granted | Restricted
Shares or
Restricted
Share
Units ($)
|Kenneth D. Cunningham(1)President/CEO                        | 2008
2007
2006              | $148,000
$131,191
$115,425 | Nil
Nil
Nil | Nil
Nil
Nil               | 277,000
(375,000)3
(425,000)3    | Nil
Nil
Nil                                    
|Doris A. Meyer(2)
Chief FinancialOfficer/Corporate Secretary | 2008
2007
2006              | $Nil
$Nil
$Nil             | Nil
Nil
Nil | $89,250
$76,500
$38,500   | 155,000
(175,000)3
(275,000)3    | Nil
Nil                                        

(1)

During the financial year ended August 31, 2008, Mr. Cunningham was paid US$147,000, the approximate Canadian dollar equivalent of $148,000 using an average exchange rate for the financial year of 1.00676.  See Termination of Employment, Change in Responsibilities and Employment Contracts below.

(2)

Doris Meyer was appointed Chief Financial Officer and Corporate Secretary of Miranda on February 1, 2006.  Consulting fees are paid to Golden Oak Corporate Services Ltd., a company owned by Doris Meyer.  See Termination of Employment, Change in Responsibilities and Employment Contracts below.

(3)

On February 1, 2008 the Directors granted a total of 1,170,000 stock options to directors and officers exercisable for up to five years at a price of $0.70 per share to vest 25% immediately and 25% every six months thereafter.   With the consent of the director and officer option holders, 3,095,000 stock options were cancelled. No new options will be granted to these directors and officers for twelve months

Kenneth D. Cunningham, the President and Chief Executive Officer of Miranda, entered into an employment agreement (the Cunningham Agreement) with Miranda on September 1, 2005, 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, currently at the rate of US$175,000, to be reviewed annually between Mr. Cunningham and Miranda.  Mr. Cunninghams employment pursuant to the Cunningham Agreement is for an indefinite term, continuing until terminated pursuant to the terms of the Cunningham Agreement.  Miranda may terminate the Cunningham Agreement for cause, as more particularly set out in the Cunningham Agreement, or at any time without cause by payment to Mr. Cunningham equal to two times his annual salary, based on the annual salary pursuant to the Cunningham Agreement at the time of termination, and all wages owing to Mr. Cunningham up to and including his last day of employment (collectively, the Severance Package, as defined in the Cunningham Agreement).  Mr. Cunningham may terminate the Cunningham Agreement on 30 days written notice to Miranda if: i) Miranda makes a material adverse change in the salary, duties or responsibilities assigned to Mr. Cunningham pursuant to the Cunningham Agreement; or ii) a change in control (as defined in the Cunningham Agreement) of Miranda occurs; in either of which cases, Miranda shall pay to Mr. Cunningham the Severance Package.  Mr. Cunningham may terminate the Cunningham Agreement at any time without cause on 60 days written notice to Miranda.

Dennis Higgs, a director of Miranda, entered into an agreement (the Higgs Agreement) with Miranda dated February 1, 2006, pursuant to which Mr. Higgs, through Ubex Capital Inc. (Ubex), a private company owned by Mr. Higgs, provides consulting services to Miranda as an advisor and a director, and as a representative of Miranda at industry trade shows, for a monthly fee of $5,000 from February 1, 2006 until January 31, 2007, and



41







---







thereafter for a monthly fee of $2,500 for a further 12-month period until the contract expired on January 31, 2008 and was not renewed.  In addition, the Higgs Agreement delegated the responsibility and authority to Mr. Higgs for sale, subject to approval of the terms thereof by the Board, of the shares of Gulf Coast Oil and Gas owned by Miranda now completed.  In consideration for this service, Miranda paid Ubex a commission equal to 10% of the net sales value (as defined in the Higgs Agreement) received by Miranda from the sale of the shares.  See Part 8  Other Information  Interest of Informed Persons in Material Transactions.

Doris Meyer, the Chief Financial Officer and Corporate Secretary of Miranda since February 1, 2006, is party to a contracting agreement (the Golden Oak Agreement) dated February 1, 2006, with Miranda and Golden Oak Corporate Services Ltd. (Golden Oak), a private company owned by Ms. Meyer, pursuant to which Ms. Meyer, through Golden Oak, provides administrative and bookkeeping services to Miranda, as well as performing other duties commensurate to the office of Chief Financial Officer, for an annual service fee of $96,600, which is to be reviewed and fixed annually by the Board of Miranda.  Miranda is also responsible for reimbursement of all costs incurred by Golden Oak on behalf of Miranda, and all pre-approved travel and out-of-pocket expenses incurred by Golden Oak or Ms. Meyer in connection with Mirandas business.  The Golden Oak Agreement is for an initial term of one year, to be renewed annually for subsequent one year terms unless terminated in accordance with its terms.  The Golden Oak Agreement may be terminated by Miranda for cause, as more particularly set out in the Golden Oak Agreement, or on 90 days written notice to Golden Oak or pay in lieu of notice of the service fee in effect at the time of notice for the 90-day notice period.  Golden Oak may terminate the Golden Oak Agreement on 90 days written notice to Miranda.

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, a Compensation Committee and a Corporate Governance and Nominating 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 and do not receive any separate cash remuneration for acting as members of the committee, however committee members are awarded additional stock options for each committee served on.

Audit committee charter

Purpose of the committee

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

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from



42







---







among their number. A majority of the members of the Committee must not be officers or employees of Miranda or of an affiliate of Miranda. The quorum for a meeting of the 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 Committee may determine its own procedures.

The 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 Canadian GAAP. Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditors responsibility is to audit Mirandas financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of Miranda in accordance with Canadian GAAP.

The 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 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 Committee.

Authority and responsibilities

In addition to the foregoing, in performing its oversight responsibilities the 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.



43







---









11.

Establish and review Mirandas procedures for the:

·

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

·

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

12.

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

13.

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

Audit committee members

Messrs. G. Ross McDonald, Ian Slater and Steven Ristorcelli are members of the Audit Committee of the Board of Miranda. All are considered independent as that term is defined in applicable securities legislation and all three of the Audit Committee members have the ability to read and understand Mirandas financial statements.

Mr. G. Ross McDonald is a Chartered Accountant and brings many years of experience in auditing public mining companies and is considered our financial expert. Mr. McDonald is a Chartered Accountant in public practice with Smythe Ratcliffe Chartered Accountants, Vancouver, BC. Previously, Mr. McDonald was a sole practitioner, providing accounting, audit and tax services to a number of Vancouver mining company clients over the past 30 years. Mr. McDonald is a member in good standing of the Institute of Chartered Accountants of BC.

Mr. Slater was formerly Managing Partner for Ernst & Youngs Canadian Mining Practice. A Chartered Accountant he also spent six years as a partner for Arthur Andersen in Tashkent, Almaty and Moscow.  Mr. Slater is also considered a financial expert.

Steven Ristorcelli is a senior level businessman with experience in financial matters and is financially literate.

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

Compensation Committee

Miranda has established a Compensation Committee consisting of James Cragg and Steven Ristorcelli.  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.



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:





44







---









·

Reviewing and approving and then recommending to the Board salary, bonus, and other benefits, direct or indirect, and any change control packages of the Chairperson of the Board (if any), the President, the Chief Executive Officer and other members of the senior management team;



·

Recommendation of salary guidelines to the Board;



·

Administration of the Companys compensation plans, including stock option plans, outside directors compensation plans, and such other compensation plans or structures as are adopted by the Company from time-to-time;



·

Research and identification of trends in employment benefits;



·

Establishment and periodic review of the Companys policies in the area of management benefits and perquisites.

Corporate Governance and Nominating Committee

In addition to the Audit Committee and the Compensation Committee, Miranda has created a Corporate Governance and Nominating Committee and its current members are Ian Slater, Dennis Higgs and Ross McDonald.  A Corporate Governance and Nominating Committee charter was adopted by the Board defining the primary function of the Committee as assisting the Board to fulfill its oversight responsibilities by:



·

Assessing the effectiveness of the Board as a whole as well as discuss the contribution of individual members;



·

Assessing and improving the Companys governance practices;



·

Proposing new nominees for appointment to the Board; and



·

Orienting new Directors.



D.

Employees

As of December 15, 2008, there are six directors of Miranda.  Two senior officers are employed on a full time basis. One of the directors, Kenneth Cunningham is a geologist and is President and Chief Executive Officer of both Miranda and of Miranda U.S.A., Inc., on a full time basis. One director, Dennis had a management contract with Miranda through his wholly owned private company, Ubex Capital Inc. until it expired on January 31, 2008.   Joe Hebert is Vice President Exploration and is employed on a full time basis.  Doris Meyer is Chief Financial Officer and Corporate Secretary of Miranda on a part-time basis pursuant to a contract between Miranda and her 100% owned company, Golden Oak Corporate Services Ltd.  Miranda also employs three other full-time geologists based in Elko, Nevada and one investor relations person on a full time basis based in Vancouver, B.C.

E.

Share Ownership

The following table sets forth, as of December 15, 2008, 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.



45







---







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

Directors and Senior Management Share Ownership

|                         |                |                               |                    
|------------------------ | -------------- | ----------------------------- | -------------------
|Name of Beneficial
Owner | Title of Class | Number of Securities of Class | Percent of  Class *
|Kenneth Cunningham       | Common         | 1,490,500                     | 3.13%              
|Dennis L. Higgs          | Common         | 637,100                       | 1.34%              
|Steven Ristorcelli       | Common         | 620,000                       | 1.30%              
|Joseph Hebert            | Common         | 616,000                       | 1.29%              
|James F. Cragg           | Common         | 185,002                       | 0.39%              
|Doris Meyer              | Common         | 185,000                       | 0.39%              
|G. Ross McDonald         | Common         | 119,000                       | 0.25%              
|Ian Slater               | Common         | 100,000                       | 0.21%              

*Based on 44,892,010 common shares outstanding and as all of the options (2,510,000 as a group) and warrants (285,000 was a group) held by directors and officers as at December 15, 2008 were exercised.

Kenneth Cunningham owns 413,500 common shares, 1,027,000 stock options and 50,000 share purchase warrants;

Dennis Higgs owns 357,100 common shares directly and indirectly through private companies 100% owned by Dennis Higgs,   130,000 stock options and 150,000 share purchase warrants;

Steven Ristorcelli owns 218,000 common shares, 387,000 stock options and 15,000 share purchase warrants;

Joseph Hebert owns 84,000 common shares, 507,000 stock options and 25,000 share purchase warrants;

James Cragg owns 60,002 common shares, 105,000 stock options and 20,000 share purchase warrants;

Doris Meyer owns 15,000 common shares and 15,000 common share purchase warrants indirectly through a private company owned 100% by Doris Meyer and Doris Meyer holds 155,000 stock options;

G. Ross McDonald owns 10,000 common shares, 99,000 stock options and 10,000 share purchase warrants

Ian Slater holds 100,000 stock options.

As of December 15, 2008, the directors and officers held as a group, directly or indirectly, an aggregate of 1,161,102 common shares, 2,510,000 stock options and 285,000 share purchase warrants.

Options to Purchase Securities

Mirandas Stock Option Plan (the 2006 Plan) was approved by our shareholders on January 23, 2007.

Summary of the 2006 Plan



46







---







The aggregate number of common stock reserved for issuance or delivery upon exercise of all options granted under the 2006 Plan and outstanding on any particular date must not exceed 7,307,052 common shares of Miranda, which represented 20% of the issued common shares of Miranda as of November 29, 2006, the date of approval of the 2006 Plan by the Board.  If any options granted under the 2006 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 2006 Plan, including for replacement options, which may be granted in exchange for such expired, surrendered, exchanged, cancelled or terminated options.

The 2006 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 nonqualified stock options.  The 2006 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 2006 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 2006 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 in installments on a monthly, quarterly or annual basis (or a combination thereof) over a period of at least 18 months, but the Board may permit accelerated vesting in the event of a take-over bid or change of control of Miranda.

The exercise price of incentive stock options granted under the 2006 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 2006 Plan may not exceed ten years; however, so long as Miranda remains a Tier 2 issuer under the policies of the Exchange, which is its present status, options may not exceed a term of five 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 2006 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 2006 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 2006 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



47







---







further that certain amendments to the 2006 Plan are, by law, subject to stockholder approval.  The 2006 Plan will terminate on November 29, 2016, unless terminated sooner by the Board.

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 December 15, 2008 as well as the number of options granted to Directors and all employees as a group. The exercise price of the options is stated in Canadian Dollars.

Stock Options Outstanding

|                   |                      |                                  |                   |                                                    
|------------------ | -------------------- | -------------------------------- | ----------------- | ---------------------------------------------------
|Name               | Title                | Number of Shares of Common Stock | Exercise Price    | Expiration Date                                    
|Kenneth
Cunningham | Sr. Officer/Director | 250,000
500,000
277,000          | $0.53
$0.71
$0.70 | February 9, 2009
February 17, 2010
January 31, 2013
|Dennis Higgs       | Director             | 130,000                          | $0.70             | January 31, 2013                                   
|Steven Ristorcelli | Director             | 140,000
150,000
97,000           | $0.53
$0.71
$0.70 | February 9, 2009
February 17, 2010
January 31, 2013
|James F. Cragg     | Director             | 105,000                          | $0.70             | January 31, 2013                                   
|G. Ross McDonald   | Director             | 99,000                           | $0.70             | January 31, 2013                                   
|Joe Hebert         | Sr. Officer          | 300,000
207,000                  | $0.71
$0.70       | February 17, 2010
January 31, 2013                 
|Doris Meyer        | Sr. Officer          | 155,000                          | $0.70             | January 31, 2013                                   

Total Officers/Directors (7 persons)  2,510,000

Total Officers/Directors/Employees  3,633,750

ITEM 7

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.

Major Shareholders

To the knowledge of the directors and senior officers of Miranda there is no shareholder of Miranda who owns directly or indirectly, or exercises control or direction over, shares carrying more than 5% of Mirandas common shares.

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.



48







---







Mirandas registered shareholder list for Mirandas common stock, dated December 15, 2008 showed 43 registered shareholders and 44,892,010 shares outstanding of which 36 of these registered shareholders were US residents including one that is a depository for US residents, so that US residents own 8,425,296 shares representing 18.8% of the issued and outstanding shares of Miranda.

B.

Related Party Transactions

During the year ended August 31, 2008, 2007 and 2006, the Company:



a)

paid $12,500 (2007 - $42,500; 2006 - $104,494) to a company controlled by a common director for management of the Companys affairs and during the fiscal year ended 2006 the Company paid $71,500 in fees and an additional $32,994 for services related to helping arrange for the sale of investment stock held for sale by the Company;



b)

paid $6,740 (2007 - $19,216; 2006 - $127,700) to directors or companies controlled by common officers or directors for rent, telephone, secretarial, website, internet and office services;



c)

paid $89,250 (2007 - $76,500; 2006 - $38,500 ) to a company controlled by a common officer pursuant to a contract for professional fees.



d)

included in wages and benefits are fees paid to independent directors of $22,652 (2007 - $20,173; 2006 - $13,077).



e)

included in property exploration costs are consulting fees of US$2,916 paid to a company that a director of the Company is an officer and director of for work performed on the Redlich project.



A director and officer of the Company holds a 10% interest in the Companys Red Hill, BPV, CONO and Coal Canyon projects.



At August 31, 2008 an amount of $3,390 for expenses and director fees owed to officers and directors are included in accounts payable and accrued liabilities (August 31, 2007 - $4,090). These amounts were settled in the ordinary course of business shortly after the year end.

Other than as disclosed above, there have been no transactions during the 2008 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 Exchange Act, and, as such, there is no requirement to provide any information under this sub-item.

ITEM 8

FINANCIAL INFORMATION

A.

Consolidated Statements and Other Financial Information



Financial Statements





49







---







The financial statements required as part of this Annual Report are filed under Item 17 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 its Board 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, 2008 other than disclosed in this Annual Report on Form 20-F and property update activities as reported in Note 7 to the financial statements for the year ended August 31, 2008.

ITEM  9

THE OFFER AND LISTING

A.

Offer and Listing Details

Mirandas common shares trade on the TSX Venture Exchange (TSX.V) under the trading symbol MAD and CUSIP # 604673103.  Mirandas shares trade on the Frankfurt and Berlin Stock Exchange under the trading symbol MRG and the shares trade on the NASD OTC Bulletin Board in the United States under the symbol MRDDF.

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

TSX.V Stock Trading Activity, Sales, Cdn$

|                          |      |     
|------------------------- | ---- | ----
|For the Fiscal Year Ended | High | Low 
|August, 2008              | 1.14 | 0.17
|August, 2007              | 2.10 | 1.05
|August, 2006              | 2.20 | 0.96
|August, 2005              | 1.15 | 0.51
|August, 2004              | 0.72 | 0.55

The following table lists the volume of trading and high, low and 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, Cdn.$

|             |           |      |      |       | 
|------------ | --------- | ---- | ---- | ----- | 
|Period
Ended | Volume    | High | Low  | Close
|2/28/2007    | 7,034,600 | 2.08 | 1.52 | 1.68 



50







---









|           |           |      |      |      | 
|---------- | --------- | ---- | ---- | ---- | 
|5/31/2007  | 6,915,800 | 1.80 | 1.24 | 1.31
|8/31/2007  | 5,310,900 | 1.62 | 1.05 | 1.16
|11/30/2007 | 7,616,900 | 1.41 | 1.05 | 1.08
|2/29/2008  | 6,528,500 | 1.14 | 0.55 | 0.76
|5/31/2008  | 3,534,800 | 0.78 | 0.55 | 0.60
|8/31/2008  | 2,729,000 | 0.65 | 0.40 | 0.46
|11/30/2008 | 5,880,500 | 0.51 | 0.17 | 0.21

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, Cdn$

|               |      |     
|-------------- | ---- | ----
|Period Ended   | High | Low 
|June 2008      | 0.65 | 0.57
|July 2008      | 0.58 | 0.40
|August 2008    | 0.51 | 0.42
|September 2008 | 0.51 | 0.38
|October 2008   | 0.40 | 0.17
|November 2008  | 0.33 | 0.17

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 from a low of $1.05 during Fiscal 2007 to a high of $2.10 and the most recent six months from a low of $0.93 to a high of $1.62. 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.

C.

Markets

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



51







---









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



52







---







1.

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

2.

On May 15, 2007 Miranda signed an exploration agreement with option to joint venture with White Bear to earn an interest in Mirandas Angel Wings property.  White Bear may earn a 60% interest by having paid the Company US$30,000, by having issued the Company 100,000 common shares of White Bear and by expending US$2,000,000 over five years.  White Bear may then elect to earn an additional 10% interest by funding a bankable feasibility study or by expending an additional US$10,000,000.  White Bear may then elect to earn an additional 10% interest by completing financial and work milestones. White Bear is a private company.

3.

On March 11, 2008 the Company entered into an exploration agreement with an option to form a joint venture with Queensgate.  Queensgate may earn a 51% joint venture interest in the Coal Canyon, BPV and CONO projects on expending US$3,000,000 in exploration activities over a five year period.  Once earned, Queensgate may earn an additional 9% interest by funding an additional US$2,000,000 and can eventually earn up to a 70% interest in all three properties by funding a bankable feasibility study on any one of the properties.  The expenditures include payment of the underlying mineral leases.  Queensgate issued 100,000 common shares of Queensgate to the Company on June 15, 2008 and by March 11, 2009 Queensgate will issue the Company another 100,000 common shares of Queensgate.

4.

On August 1, 2008 the Company signed a definitive agreement with Montezuma Mines Inc., a subsidiary of CMQ, superseding a letter of intent signed June 5, 2008 to enter into an exploration with option to joint venture agreement with the Company on the Red Canyon Property with an effective date of August 1, 2008. CMQ may earn a 60% interest by funding US$4,000,000 in qualified expenditures over a five-year period. CMQ may then elect to earn an additional 10% interest by completing a bankable feasibility study within four years of election or by funding US$10,000,000 in additional exploration.

5.

On August 15, 2008 the Company signed a definitive agreement, superseding a May 15, 2008 letter of intent, to enter into an exploration agreement with an option to form a joint venture with Newcrest.  Newcrest will earn a 60% joint venture interest in the Horse Mountain Property by funding US$3,250,000 in qualified expenditures over a four year period with the first years work commitment of US$500,000 an obligation.  Thereafter, Newcrest can earn an additional 10% interest by funding an additional US$5,000,000 over a three year period.  The joint venture will be formed upon completion of the earn-in period.  In addition, Newcrest will meet advance royalty payments to the Lessor which will not count towards Newcrests earn-in commitment.

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.





53







---







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 Customs & 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 are 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.

Dispositions of Common Shares



54







---







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 before February 28, 2000, as to 75%.  For gains net of losses realized after February 27, 2000 and before October 18, 2000, as to 66 2/3%. 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.



55







---







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.

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



56







---







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.

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



57







---







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 plus 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.

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.



58







---







Passive Foreign Investment Company

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

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

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

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

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.



59







---







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

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

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

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

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

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

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



60







---







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 Unit 1  15782 Marine Drive, White Rock, British Columbia V4B 1E6 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.

I.

Subsidiary Information

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



61







---









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

As of the end of the period covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.



Changes in Internal Control over Financial Reporting



There was no change in our internal control over financial reporting that occurred during our most recently completed fiscal year ended August 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  Nor were there any significant deficiencies or material weaknesses in our internal controls requiring corrective actions.

ITEM 16

[RESERVED]

A

AUDIT COMMITTEE FINANCIAL EXPERT

The Board has determined that G. Ross McDonald, a member of its audit committee, qualifies as an audit committee financial expert as defined in Item 16.A. of Form 20-F.

B

CODE OF ETHICS

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



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



62







---









·

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.

C

PRINCIPAL ACCOUNTANT FEES AND SERVICES

At the annual and special meeting held on January 22, 2008, the shareholders appointed Morgan & Company, Chartered Accountants (Morgan), to serve as the independent auditors for the 2008 fiscal year. Morgan acted as Mirandas independent auditor for the fiscal years ended August 31, 2008 and 2007. The chart below sets forth the total amount billed Miranda by Morgan for services performed in the fiscal years 2008 and 2007, and breaks down these amounts by category of service in Cdn$.

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

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

The fees for auditor services billed by Morgan in each of the last two fiscal years for audit and non-audit related services are as follows:

|                                       |                                   |                                  
|-------------------------------------- | --------------------------------- | ---------------------------------
|Principal Accountant Fees and Services | Fiscal Year ended
August 31, 2008 | Fiscal Year ended
August 31, 2007
|Audit Fees                             | $29,500                           | $32,000                          
|Audit-Related Fees                     | $1,800                            | Nil                              
|Tax Fees                               | $Nil                              | $3,000                           
|All Other Fees                         | Nil                               | Nil                              
|TOTAL                                  | $31,300                           | $35,000                          



63







---









| |  | 
| |  | 



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, audit-related services, tax services and other services provided by Morgan. Any services provided by Morgan 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 2008, fees paid to Morgan were approved pursuant to the de minimusexception for tax services.

D

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable

E

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not Applicable

PART III

ITEM 17

FINANCIAL STATEMENTS

Our financial statements are stated in Canadian Dollars and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), 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.

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

(a)

Auditors Report, dated December 15, 2008;

(b)

Consolidated Balance Sheets as of August 31, 2008 and August 31, 2007;

(c)

Consolidated Statements of Operations and Comprehensive Loss for the years ended August 31, 2008, August 31, 2007 and August 31, 2006;

(d)

Consolidated Statement of Shareholders Equity for the years ended August 31, 2008, August 31, 2007 and August 31, 2006;

(e)

Consolidated Statements of Cash Flows for the years ended August 31, 2008, August 31, 2007 and August 31, 2006;

(f)

Notes to Consolidated Financial Statements for the years ended August 31, 2008 and August 31, 2007.

ITEM 18

FINANCIAL STATEMENTS

Miranda has elected to provide financial statements pursuant to Item 17.



64







---







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)                                                                                                                                                                      
|10.1           | Revised Mining Lease agreement dated May 27, 2004 on the Coal Canyon property between Nevada North Resources and Miranda U.S.A., Inc. (1)                                                
|10.2           | Revised Mining Lease agreement dated May 27, 2004 on the CONO property between Nevada North Resources and Miranda U.S.A., Inc. (1)                                                       
|10.3           | Revised Mining Lease agreement dated May 27, 2004 on the Red Hill property between Nevada North Resources and Miranda U.S.A., Inc. (1)                                                   
|10.4           | Revised Mining Lease agreement dated May 27, 2004 on the BPV property between Nevada North Resources and Miranda U.S.A., Inc. (1)                                                        
|10.5           | Mining Lease Agreement dated November 23, 2004 on the Horse Mountain Property between Bruce W. Miller and Miranda U.S.A., Inc. (1)                                                       
|10.6           | On March 4, 2004 Miranda entered into an exploration with an option to form a joint venture on the Redlich project with Newcrest Resources Inc. (2)                                      
|10.7           | On October 13, 2004 Miranda entered into an exploration with an option to form a joint venture on the Red Canyon project with Newmont Mining Corporation(2)                              
|10.8           | On April 6, 2005 (amended April 8, 2005) Miranda entered into an into an exploration agreement with an option to form a joint venture on the Coal Canyon project with Golden Aria Corp(2)
|10.9           | In April 2005 Miranda signed a letter of intent to joint venture its BPV and CONO projects with Agnico-Eagle (USA), Ltd. (2)                                                             
|10.10          | On September 2, 2005 Miranda entered into an exploration agreement with an option to form a joint venture on the Horse Mountain Property with Barrick Gold Exploration Inc.(2)           
|10.11          | On September 28, 2005 Miranda entered into an exploration agreement with an option to form a joint venture on the Fuse East Project with Placer Dome U.S., Inc. (2)                      



65







---









|      |                                                                                                                                                                                                                                          
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.12 | On October 27, 2005 Miranda entered into a Mining Lease Agreement on the Angel Wing Property (2).On December 19, 2006 the agreement was amended. (4)                                                                                     
|10.13 | On October 27, 2004 (amended November 17, 2005) Miranda entered into an exploration with an option to form a joint venture on the Red Hill project with Placer Dome U.S. Inc. (2)                                                        
|10.14 | On November 15, 2005, Miranda signed an exploration with an option to form a joint venture on the Fuse West project with Placer Dome U.S., Inc. (2)                                                                                      
|10.15 | On January 23, 2003 Miranda entered into an option agreement with Gerald Baughman to acquire the Redlich property.  (3)                                                                                                                  
|10.16 | On April 9, 2003 Miranda and Gerald Baughman amended the agreement to acquire the Redlich property.  (3)                                                                                                                                 
|10.17 | On May 23, 2003 Miranda and Gerald Baughman further amended the agreement to acquire the Redlich property.  (3)                                                                                                                          
|10.18 | On December 9, 2003 Miranda and Gerald Baughman further amended the agreement to acquire the Redlich property.  (3)                                                                                                                      
|10.19 | On April 8, 2005 Miranda and Golden Aria amended its April 6, 2005 agreement on the Coal Canyon project (3)                                                                                                                              
|10.20 | On June 3, 2005 Miranda entered in to mining lease with Robert McCusker and Martha Gnam on the Iron point project (3).                                                                                                                   
|10.21 | On October 27, 2005 Miranda entered into a mining lease with Greg and Heidi Kuzma on the Angel Wings project (3).                                                                                                                        
|10.22 | On November 17, 2005 Miranda and Barrick amended its October 27, 2004 agreement on the Red Hill project (3)                                                                                                                              
|10.23 | On April 25, 2006 Miranda and Barrick amended the September 28, 2005 agreement on the Fuse West property. (3)                                                                                                                            
|10.24 | On October 12, 2006 Miranda signed a definitive agreement with Romarco Minerals Inc. to earn an interest in the Red Canyon property (replacing a Letter of Intent signed July 12, 2006)(3)On July 20, 2007 the agreement was amended. (4)
|10.25 | On November 22, 2006 Miranda signed a letter agreement with White Bear Resources Inc. on the Iron Point property.(3)                                                                                                                     
|10.26 | On April 17, 2007 Miranda signed an exploration agreement with option to form a joint venture with Piedmont Mining Company Inc. on the PPM project. (4)                                                                                  
|10.27 | On May 15, 2007 Miranda signed an exploration agreement with option to form a joint venture with White Bear Resources Inc. on the Angel Wings project. (4)                                                                               



66







---









|      |                                                                                                                                                                                          
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.28 | On March 11, 2008 Miranda signed an exploration agreement with option to form a joint venture with Queensgate Resources Corporation on the Coal Canyon, BPV and CONO projects.(5)        
|10.29 | On August 1, 2008 Miranda signed an exploration agreement with option to form a joint venture with Montezuma Mines Inc., a subsidiary of CMQ Resources Inc. on the Red Canyon project.(5)
|10.30 | On August 15, 2008 Miranda signed an exploration agreement with option to form a joint venture with Newcrest Resources Inc. on the Horse Mountain project.(5)                            
|12.1  | Certification of CEO  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; (5)                                                                                                     
|12.2  | Certification of CFO  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; (5)                                                                                                     
|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. (5)                                                    
|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. (5)                                                      



(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)

Previously filed with the Securities and Exchange Commission as an Exhibit to the Form 20-F filed February 20, 2007

(4)

Previously filed with the Securities and Exchange Commission as an Exhibit to the Form 20-F filed January 25, 2008

(5)

Filed as an exhibit to this annual report on Form 20F.

SIGNATURES

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

MIRANDA GOLD CORP.

By: Doris Meyer

Doris Meyer, Chief Financial Officer and

Corporate Secretary  Date: December 24, 2008



67







---









EXHIBIT INDEX

|               |                                                                                                                                                                                           
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number | Description                                                                                                                                                                               
|10.28          | On March 11, 2008 Miranda signed an exploration agreement with option to form a joint venture with Queensgate Resources Corporation on the Coal Canyon, BPV and CONO projects. (1)        
|10.29          | On August 1, 2008 Miranda signed an exploration agreement with option to form a joint venture with Montezuma Mines Inc., a subsidiary of CMQ Resources Inc. on the Red Canyon project. (1)
|10.30          | On August 15, 2008 Miranda signed an exploration agreement with option to form a joint venture with Newcrest Resources Inc. on the Horse Mountain project. (1)                            
|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)                                                         
|99.1           | Independent
    Auditors'  Consent (1)                                                                                                                                                    



(1)

Filed as an exhibit to this annual report on Form 20F.



68



---





[financials001.jpg]







CONSOLIDATED FINANCIAL STATEMENTS





AUGUST 31, 2008 AND 2007

(Stated in Canadian Dollars)







---



[financials003.gif]





AUDITORS REPORT





To the Shareholders of

Miranda Gold Corp.





We have audited the consolidated balance sheets of Miranda Gold Corp. as at August 31, 2008 and 2007 and the consolidated statements of operations and comprehensive loss, shareholders equity and cash flows for the years ended August 31, 2008, 2007 and 2006. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.



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



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at August 31, 2008 and 2007 and the results of its operations and its cash flows for the years ended August 31, 2008, 2007 and 2006 in accordance with Canadian generally accepted accounting principles.







Vancouver, Canada

Morgan & Company





December 15, 2008                                                                        Chartered Accountants









[financials005.gif]



---





MIRANDA GOLD CORP.



CONSOLIDATED BALANCE SHEETS

(Stated in Canadian Dollars)



|                                       |                                          | AUGUST 31   
|-------------------------------------- | ---------------------------------------- | ------------
|                                       |                                          |             
|                                       |                                          |             
|ASSETS                                 |                                         
|                                       |                                          |             
|Current                                |                                         
|                                       | Cash and cash equivalents                | $           
|                                       | Amounts receivable                       | 6,820       
|                                       | Interest receivable                      | 234,325     
|                                       | GST receivable                           | 30,421      
|                                       | Marketable securities (Note 5)           | 84,486      
|                                       | Advances and prepaid expenses            |             
|                                       |                                          |             
|                                       |                                          |             
|                                       |                                          |             
|Equipment (Note 6)                     | 115,179                                  |             
|Mineral properties (Note 7)            |                                          | 342,974     
|                                       |                                          | $           
|                                       |                                          |             
|LIABILITIES                            |                                          |             
|                                       |                                          |             
|Current                                |                                          |             
|                                       | Accounts payable and accrued liabilities | $           
|                                       |                                          |             
|SHAREHOLDERS' EQUITY                   |                                          |             
|                                       |                                          |             
|Share capital (Note 8)                 | 22,718,993                               |             
|Contributed surplus (Note 8)           | 4,527,306                                |             
|Warrants (Note 8)                      | 1,168,817                                |             
|Accumulated other comprehensive income | 29,486                                   |             
|Deficit                                |                                          | (16,441,134)
|                                       |                                          |             
|                                       |                                          | $           
|Nature of Operations (Note 1)         
|Commitments (Note 10)                 
|Subsequent Events (Note 7)            



Approved on behalf of the Board of Directors:



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



See notes to consolidated financial statements



---





MIRANDA GOLD CORP.



CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Stated in Canadian Dollars)



|                                                       |                                                   | YEARS ENDED AUGUST 31
|------------------------------------------------------ | ------------------------------------------------- | ---------------------
|                                                       |                                                   |                      
|                                                       |                                                   |                      
|Revenue                                                |                                                   |                      
|                                                       | Management fees earned                            | $                    
|                                                       | Mineral property income                           | 140,946              
|                                                       | Interest                                          |                      
|                                                       |                                                   |                      
|Expenses                                               |                                                   |                      
|                                                       | Amortization                                      | 43,799               
|                                                       | Consulting                                        | 110,460              
|                                                       | Interest and foreign exchange                     | 4,655                
|                                                       | Insurance                                         | 53,940               
|                                                       | Investor relations                                | 258,868              
|                                                       | Office rent, telephone, secretarial, sundry       | 130,949              
|                                                       | Professional fees                                 | 66,375               
|                                                       | Management fees (Note 11)                         | 12,500               
|                                                       | Property exploration costs (Schedule 1)           | 583,203              
|                                                       | Stock based compensation                          | 1,540,880            
|                                                       | Travel and business promotion                     | 125,319              
|                                                       | Transfer agent and regulatory fees                | 77,015               
|                                                       | Wages and benefits (Note 11)                      |                      
|                                                       |                                                   |                      
|                                                       |                                                   |                      
|Operating loss                                         | (3,048,182)                                       |                      
|                                                       |                                                   |                      
|Gain on sale of investment (Note 5)                    |                                                   | -                    
|Loss on disposal of equipment                          |                                                   | -                    
|Write off of equipment                                 |                                                   | -                    
|Write off of abandoned
    mineral
         properties |                                                   | -                    
|                                                       |                                                   |                      
|Net loss for the year                                  |                                                   | (3,048,182)          
|                                                       | Unrealized loss on marketable securities (Note 5) |                      
|Comprehensive loss for the year                        | $                                                 | (3,079,006)          
|Basic and diluted loss per share                       | $                                                 | (0.07)               
|Weighted average number of
    shares     outstanding  |                                                   | 44,389,119           







See notes to consolidated financial statements



---





MIRANDA GOLD CORP.



CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in Canadian Dollars)



|                                                                                |                                           | YEARS ENDED AUGUST 31
|------------------------------------------------------------------------------- | ----------------------------------------- | ---------------------
|                                                                                |                                           |                      
|                                                                                |                                           |                      
|Cash provided by (used in):                                                     |                                           |                      
|Operating activities                                                            |                                           |                      
|                                                                                | Net loss for year                         | $                    
|                                                                                | Items not affecting cash:                 |                      
|                                                                                | Amortization                              | 43,799               
|                                                                                | Accrued interest income                   | (154,122)            
|                                                                                | Stock based compensation                  | 1,540,880            
|                                                                                | Loss on sale equipment                    | -                    
|                                                                                | Write-off of abandoned mineral properties | -                    
|                                                                                | Write-off of equipment                    | -                    
|                                                                                | Gain on sale of investment                | -                    
|                                                                                | Non cash mineral property income          | -                    
|                                                                                | Change in non-cash working capital items: |                      
|                                                                                | Amounts receivable                        | 190,430              
|                                                                                | GST receivable                            | (15,111)             
|                                                                                | Advances and prepaid expenses             | 20,181               
|                                                                                | Accounts payable and accrued liabilities  |                      
|                                                                                |                                           |                      
|                                                                                |                                           |                      
|Investing activities                                                            |                                           |                      
|                                                                                | Proceeds on sale of investment            | -                    
|                                                                                | Mineral property option recoveries        | -                    
|                                                                                | Proceeds on sale of equipment             | -                    
|                                                                                | Equipment purchases                       | (40,593)             
|                                                                                | Mineral property acquisitions             | (81,895)             
|                                                                                |                                           |                      
|                                                                                |                                           |                      
|Financing activities                                                            |                                           |                      
|                                                                                | Issue of share capital                    | 5,338,288            
|                                                                                | Share issue costs                         | (59,472)             
|                                                                                |                                           |                      
|                                                                                |                                           |                      
|Increase in cash and cash equivalents                                           | 3,791,315                                 |                      
|Cash and cash
    equivalents,
          beginning of year                      |                                           | 7,481,150            
|Cash and cash equivalents, end of year                                          | $                                         | 11,272,465           
|                                                                                |                                           |                      
|Cash and cash equivalents is comprised of:                                     
|                                                                                | Cash                                      | $                    
|                                                                                | Short-term deposits                       |                      
|                                                                                |                                           | $                    
|                                                                                |                                           |                      
|Supplemental disclosure of non-cash financing and investing activities note 13. |                                          



See notes to consolidated financial statements



---





MIRANDA GOLD CORP.



CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

(Stated in Canadian Dollars)



|                                                      |                                                                                       | Number of Shares | Share capital | Contributed Surplus | Warrants  | Accumulated other comprehensive income | Deficit      | Total Shareholders' equity
|----------------------------------------------------- | ------------------------------------------------------------------------------------- | ---------------- | ------------- | ------------------- | --------- | -------------------------------------- | ------------ | --------------------------
|Balance, August 31, 2005                              | 28,768,760                                                                            | $ 10,493,824     | $ 1,780,749   | $ -                 | $ -       | $ (8,062,564)                          | $ 4,212,009 
|Adjustment for adoption of accounting policy (Note 4) |                                                                                       |                  |               |                     |           | (361,249)                              | (361,249)   
|Balance, August 31, 2005, as restated                 | 28,768,760                                                                            | 10,493,824       | 1,780,749     | -                   | -         | (8,423,813)                            | 3,850,760   
|Share issues:                                         |                                                                                       |                  |               |                     |           |                                        | -           
|                                                      | Private placement                                                                     | 2,060,000        | 1,854,000     | -                   | -         | -                                      | -            | 1,854,000                 
|                                                      | Share issue costs                                                                     |                  | (102,060)     | -                   | -         | -                                      | -            | (102,060)                 
|                                                      | Exercise of stock options                                                             | 2,348,500        | 2,013,614     | (788,770)           | -         | -                                      | -            | 1,224,844                 
|                                                      | Exercise of warrants                                                                  | 3,089,250        | 1,268,637     | (34,987)            | -         | -                                      | -            | 1,233,650                 
|                                                      | Stock based compensation                                                              | -                | -             | 715,415             | -         | -                                      | -            | 715,415                   
|                                                      | Fair value of share purchase warrants issued pursuant to a mineral property agreement | -                | -             | 15,378              |           |                                        |              | 15,378                    
|Net loss                                              |                                                                                       | -                | -             |                     |           |                                        | (1,815,340)  | (1,815,340)               
|Balance, August 31, 2006                              | 36,266,510                                                                            | 15,528,015       | 1,687,785     | -                   | -         | (10,239,153)                           | 6,976,647   
|Adjustment for adoption of accounting policy (Note 4) | -                                                                                     | -                | -             | -                   | -         | (89,716)                               | (89,716)    
|Balance, August 31, 2005, as restated                 | 36,266,510                                                                            | 15,528,015       | 1,687,785     | -                   | -         | (10,328,869)                           | 6,886,931   
|Share issues:                                         |                                                                                       |                  |               |                     |           |                                        |             
|                                                      | Exercise of warrants                                                                  | 2,494,500        | 2,371,725     | (12,300)            |           |                                        |              | 2,359,425                 
|                                                      | Exercise of stock options                                                             | 798,750          | 689,570       | (275,157)           |           |                                        |              | 414,413                   
|                                                      | Fair value of share purchase warrants issued pursuant to a mineral property agreement | -                | -             | 17,575              | -         | -                                      | -            | 17,575                    
|                                                      | Stock based compensation                                                              |                  |               | 1,583,901           |           |                                        |              | 1,583,901                 
|Net loss                                              |                                                                                       |                  |               |                     |           | (3,064,083)                            | (3,064,083) 
|Balance, August 31, 2007                              | 39,559,760                                                                            | 18,589,310       | 3,001,804     | -                   | -         | (13,392,952)                           | 8,198,162   
|Adjustment for adoption of accounting policy (Note 2) | -                                                                                     | -                | -             | -                   | 60,310    | -                                      | 60,310      
|Share issues:                                         |                                                                                       |                  |               |                     |           |                                        |             
|                                                      | Private placement                                                                     | 4,460,000        | 3,581,118     | -                   | 1,101,882 | -                                      | -            | 4,683,000                 
|                                                      | Finders' fee                                                                          | 253,500          | 203,546       | -                   | 62,629    | -                                      | -            | 266,175                   
|                                                      | Share issue costs                                                                     | -                | (325,647)     | -                   |           | -                                      | -            | (325,647)                 
|                                                      | Exercise of warrants                                                                  | 563,750          | 655,816       | (15,378)            |           | -                                      | -            | 640,438                   
|                                                      | Exercise of stock options                                                             | 55,000           | 14,850        | -                   |           | -                                      | -            | 14,850                    
|                                                      | Fair value of share purchase warrants issued pursuant to a mineral property agreement | -                | -             | -                   | 4,306     | -                                      | -            | 4,306                     
|                                                      | Stock based compensation                                                              | -                | -             | 1,540,880           |           | -                                      | -            | 1,540,880                 
|Net loss                                              | -                                                                                     | -                | -             | -                   | -         | (3,048,182)                            | (3,048,182) 
|Unrealized loss on marketable securities              | -                                                                                     | -                | -             | -                   | (30,824)  | -                                      | (30,824)    
|                                                      |                                                                                       |                  |               |                     |           |                                        |              |                           
|Balance, August 31, 2008                              | 44,892,010                                                                            | $ 22,718,993     | $ 4,527,306   | $ 1,168,817         | $ 29,486  | $ (16,441,134)                         | $ 12,003,468









See notes to consolidated financial statements



---





MIRANDA GOLD CORP.



SCHEDULE 1

PROPERTY EXPLORATION COSTS

(Stated in Canadian Dollars)



|                             |                            |                                  |                             
|---------------------------- | -------------------------- | -------------------------------- | ----------------------------
|                             | Year ended August 31, 2008
|                             | Exploration Expenditures   | Recoveries from funding partners | Net Exploration Expenditures
|Nevada:                      |                            |                                 
|Angel Wings                  | $ 179,373                  | $ (179,373)                      | $ -                         
|BPV                          | 7,942                      | (7,585)                          | 357                         
|Coal Canyon                  | 33,923                     | (32,989)                         | 934                         
|CONO                         | 11,425                     | (10,796)                         | 629                         
|DAME                         | 22,107                     | -                                | 22,107                      
|ETTU                         | 244                        | -                                | 244                         
|General exploration          | 263,377                    | -                                | 263,377                     
|Horse Mountain               | 5,249                      | -                                | 5,249                       
|Iron Point                   | 142,483                    | (142,483)                        | -                           
|PPM                          | 45,100                     | (14,542)                         | 30,558                      
|Pequop                       | 8,412                      | -                                | 8,412                       
|Red Canyon                   | 53,418                     | (51,508)                         | 1,910                       
|Red Hill                     | 13,031                     | (10,068)                         | 2,963                       
|Redlich                      | 54,689                     | -                                | 54,689                      
|                             | 840,773                    | (449,344)                        | 391,429                     
|Utah:                        |                            |                                 
|Lookout                      | 44,557                     | -                                | 44,557                      
|                             |                            |                                  |                             
|Mexico:                      |                            |                                  |                             
|Property investigation costs | 147,217                    | -                                | 147,217                     
|                             |                            |                                  |                             
|Property exploration costs   | $ 1,032,547                | $ (449,344)                      | $ 583,203                   
|                             |                            |                                  |                             
|                             | Year ended August 31, 2007
|                             | Exploration Expenditures   | Recoveries from funding partners | Net Exploration Expenditures
|Nevada:                      |                            |                                 
|Angel Wings                  | $ 94,342                   | $ (88,702)                       | $ 5,640                     
|BPV                          | 9,135                      | -                                | 9,135                       
|Coal Canyon                  | 71,492                     | (50,357)                         | 21,135                      
|CONO                         | 15,664                     | -                                | 15,664                      
|DAME                         | 4,487                      | -                                | 4,487                       
|ETTU                         | 4,638                      | -                                | 4,638                       
|General exploration          | 174,684                    | -                                | 174,678                     
|Horse Mountain               | 1,258                      | -                                | 1,258                       
|Iron Point                   | 159,384                    | (156,866)                        | 2,518                       
|PPM                          | 17,795                     | (2,764)                          | 15,031                      
|Red Canyon                   | 106,604                    | (103,753)                        | 2,851                       
|Red Hill                     | 2,365                      | -                                | 2,365                       
|Redlich                      | 4,264                      | -                                | 4,264                       
|                             | 666,112                    | (402,442)                        | 263,664                     
|Utah:                        |                            |                                 
|Lookout                      | 134,014                    | -                                | 134,014                     
|                             |                            |                                  |                             
|Property exploration costs   | $ 800,126                  | $ (402,442)                      | $ 397,678                   
|                             |                            |                                  |                             
|                             | Year ended August 31, 2006
|                             | Exploration Expenditures   | Recoveries from funding partners | Net Exploration Expenditures
|Nevada:                      |                            |                                 
|Angel Wings                  | $ 34,256                   | $ -                              | $ 34,256                    
|BPV                          | 3,660                      | -                                | 3,660                       
|Coal Canyon                  | 30,835                     | (34,107)                         | (3,272)                     
|CONO                         | 7,331                      | -                                | 7,331                       
|DAME                         | 51,139                     | -                                | 51,139                      
|ETTU                         | 12,594                     | -                                | 12,594                      
|Fuse                         | 252                        | (37,107)                         | (36,855)                    
|General exploration          | 111,422                    | -                                | 111,422                     
|Horse Mountain               | 9,314                      | (20,461)                         | (11,147)                    
|Iron Point                   | 77,517                     | -                                | 77,517                      
|PPM                          | 28,840                     | -                                | 28,840                      
|Red Canyon                   | 15,061                     | -                                | 15,061                      
|Red Hill                     | 3,210                      | -                                | 3,210                       
|Redlich                      | 2,926                      | -                                | 2,926                       
|                             | 388,357                    | (91,675)                         | 296,682                     
|Utah:                        |                            |                                 
|Lookout                      | 4,048                      | -                                | 4,048                       
|                             |                            |                                  |                             
|Property exploration costs   | $ 392,405                  | $ (91,675)                       | $ 300,730                   





See notes to consolidated financial statements



---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





1.

NATURE OF OPERATIONS



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



These financial statements have been prepared in accordance with accounting principles applicable to a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business.  As at August 31, 2008, the Company had an accumulated deficit of $16,441,134 and working capital of $11,545,315.



2.

SIGNIFICANT ACCOUNTING POLICIES



a)

Basis of Presentation and Consolidation



These financial statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles.  They include the accounts of the Company and its wholly owned U.S. subsidiary, Miranda U.S.A., Inc. The Companys wholly owned Mexican subsidiary, Minas Miranda S.A. de C.V. is inactive.  Significant intercompany transactions and balances were eliminated on consolidation.



b)

Use of Estimates



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



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



c)

Cash and Cash Equivalents



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





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





2.

SIGNIFICANT ACCOUNTING POLICIES (continued)



d)

Equipment



Equipment is recorded at cost and is amortized over the economic lives using the declining balance method using the following rates:



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





e)

Mineral Properties and Exploration Expenditures



Mineral property exploration expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development are charged to operations as incurred.  Development expenditures incurred subsequent to a development decision, and to increase or to extend the life of existing production, are capitalized and will be amortized on the unit-of-production method based upon estimated proven and probable reserves.



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



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



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



f)

Impairment of Long-Lived Assets



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



A mining enterprise in the development stage is not obliged to conclude that capitalized costs have been impaired due to the absence of a projected estimated future net cash flow from the mining enterprise.  Mineral properties in the development stage do not have established mineral reserves and a basis for the preparation of a projection of the estimated future net cash flow from the properties does not exist.  However, a mining enterprise is required to consider the conditions for impairment write-down.  The conditions include significant unfavourable economic, legal, regulatory, environmental, political and other factors.  In addition managements development activities towards its planned principal operations are a key factor considered as part of the ongoing assessment of the recoverability of the carrying amount of mineral properties.  Whenever events or changes in circumstances indicate that the carrying amount of a mineral property in the exploration stage may be impaired the capitalized costs is written down to the estimated recoverable amount.  No impairment was identified at August 31, 2008.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





2.

SIGNIFICANT ACCOUNTING POLICIES (continued)



g)

Income Taxes



Income taxes are calculated using the asset and liability method of accounting.  Under this method current income taxes are recognized for the estimated income taxes payable for the current period.  Future income tax assets and liabilities are determined based on temporary differences between the tax basis of an asset or liability and its carrying amount on the balance sheet and on unclaimed losses carried forward.  Future income tax liabilities or assets are calculated using the tax rates anticipated to apply in the periods that the temporary differences are expected to reverse.  Future tax assets are recognized to the extent that they are considered more likely than not to be realized.  A valuation allowance is recognized to the extent that the recoverability of future income tax assets is not considered more likely than not.



h)

Loss per Share



Basic loss per share is calculated by dividing the loss for the year by the weighted average number of common shares issued and outstanding during the year.  Diluted loss per share is calculated using the treasury stock method.  Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the period.  Basic and diluted loss per share is equal for the years ended August 31, 2008, 2007 and 2006 as outstanding stock options and warrants were all anti-dilutive.



i)

Foreign Currency Translation



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



i)

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

ii)

non-monetary items at the historical exchange rate;

iii)

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



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



j)

Asset Retirement Obligations



The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made.  The carrying amount of the related long-lived asset is increased by the same amount as the liability.  As at August 31, 2008 and 2007, the Company had no material asset retirement obligations in respect to its mineral properties interests.



k)

Share capital



The Company records proceeds from share issuances, net of issue costs. Shares issued for consideration other than cash are valued at the quoted market price on the date the agreement to issue the shares was reached and announced for business combinations and at the date of issuance for other non-monetary transactions.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





2.

SIGNIFICANT ACCOUNTING POLICIES (continued)



l)

Warrants



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



m)

Stock Based Compensation



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



n)

Comparative Figures



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



New accounting standards:



The Company adopted the following new accounting standards related to financial instruments that were issued by the Canadian Institute of Chartered Accountants (CICA).



These accounting policy changes were adopted on a prospective basis on September 1, 2007 with no restatement of prior period financial statements.



The new standards and policies are as follows:



o)

Financial Instruments - Recognition and Measurement (Section 3855).



In accordance with this new standard the Company now classifies all financial instruments as held to maturity, available for sale, held for trading or loans and receivables.  Financial assets classified as held to maturity, loans and other receivables and financial liabilities other than those held for trading are measured at amortized cost.  Available for sale financial instruments are measured at fair market value with unrealized gains and losses recorded in other comprehensive income. Instruments classified as held for trading are measured at fair value with unrealized gains and losses recognized in the income statement for the period.



Upon adoption of these new standards, the Company designated its cash and cash equivalents as held-for-trading. Amounts receivable have been classified as loans and receivables. Accounts payable and accrued liabilities have been classified as other financial liabilities. The Companys investments in marketable securities, previously carried at cost less provision for other than temporary declines in value, are designated as available-for-sale. As a result of the adoption of these recognition and measurement standards for financial instruments the Company recorded an unrealized loss of $30,824 related to its available-for-sale investments in accumulated other comprehensive income.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007







2.

SIGNIFICANT ACCOUNTING POLICIES (continued)



New accounting standards(continued):



p)

Financial Instruments  Disclosures.



Replaces Section 3861 and provides expanded disclosure requirements that provide additional detail by financial asset and liability categories (see Note 3).



q)

Financial Instruments  Presentation.



To enhance financial statement users understanding of the significance of financial instruments to an entitys financial position, performance and cash flows (see Note 3).



r)

Capital Disclosures



Establishes standards for disclosing information about an entitys capital and how it is managed (see Note 9). Under this standard, the Company will be required to disclose the following:



 qualitative information about its objectives, policies and processes for managing capital;



 summary quantitative data about what it manages as capital;



 whether during the period it complied with any externally imposed capital requirement to which it is subject; and



 when the Company has not complied with such externally imposed capital requirements, the consequences of such non-compliance.



s)

General Standards of Financial Statement Presentation, to include requirements for management to assess and disclose an entitys ability to continue as a going concern (see Note 1).



t)

Comprehensive Income



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



For the Company, OCI is comprised of the unrealized gains and losses on its marketable security investments.



Cumulative changes in OCI are included in accumulated other comprehensive income which is presented as a new category within shareholders equity on the balance sheet.



u)

Hedges



The new standard specifies the criteria under which hedge accounting can be applied and how hedge accounting can be executed.  As at August 31, 2008 the Company has not designated any hedging relationships.



Other than the effects on OCI, the adoption of the new standards had no other material impact on the Companys financial statements on or before August 31, 2007, on transition at September 1, 2007 or in the year ended August 31, 2008.







---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





2.

SIGNIFICANT ACCOUNTING POLICIES (continued)



New accounting pronouncements not yet adopted:



International financial reporting standards (IFRS)



In 2006, the AcSB published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies.  The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period.  In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canadas own GAAP.  The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.  The Companys transition date of September 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended August 31, 2011.  While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.



3.

FINANCIAL INSTRUMENTS



All financial instruments are recorded initially at estimated fair value on the balance sheet and classified into one of five categories: held for trading, held to maturity, available for sale, loans and receivables and other liabilities



Financial Risk Management

The Board of Directors has overall responsibility for the establishment and oversight of the Companys risk management framework. The Companys financial instruments consist of cash, amounts receivable, and accounts payable and accrued liabilities.



Financial Instrument Risk Exposure

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



Credit Risk

The Companys only exposure to credit risk is on its bank accounts. Bank accounts are with high credit quality financial institutions.



Liquidity Risk

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



Market Risk

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



Exchange Risk

As at August 31, 2008 the majority of the Companys cash was held in Canada in Canadian dollars. The Companys significant operations are carried out in Nevada.  As a result a portion of the Companys cash, amounts receivable, and accounts payable and accrued liabilities are denominated in United States Dollars and are therefore subject to fluctuation in exchange rates.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





4.

CHANGE IN ACCOUNTING POLICY



During the year ended August 31, 2007, the Company changed its accounting policy for mineral property exploration expenditures.  In prior years, the Company capitalized the acquisition cost of mineral properties and deferred exploration expenditures directly related to specific mineral properties, net of recoveries received.  Under the new policy, property exploration expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development are charged to operations as incurred.  Development expenditures incurred subsequent to a development decision, and to increase or to extend the life of existing production, are capitalized and will be amortized on the unit-of-production method based upon estimated proven and probable reserves.



The impact of this change was to decrease mineral properties by $450,965, increase the deficit by $361,249 and increase the loss by $89,716 for the year ended August 31, 2006.   The total effect of this change in accounting policy was to decrease mineral properties and increase the deficit by $450,965 as at August 31, 2006.



5.

MARKETABLE SECURITIES



At August 31, 2008, the Company has the following marketable securities recognized at fair value:



Available-for-sale
SecuritiesNumber of
SharesCostAccumulated unrealized holding gains (loss)Fair ValuePublicly traded companies:Golden Aria Corp.250,000$         -$       40,736$       40,736Romarco Minerals Inc.250,00055,000(11,250)43,75055,00029,48684,846Non-public companies:White Bear Resources Inc.200,000---Queensgate Resources Corporation100,000---$    55,000$       29,486$       84,486




At August 31, 2007, the Company has the following marketable securities recognized at cost:



Available-for-sale
SecuritiesNumber of
SharesCostFair ValuePublicly traded companies:Golden Aria Corp.250,000$      
            -$       52,810Romarco Minerals Inc.250,00055,00062,50055,000115,310Non-public companies:White Bear Resources Inc.200,000--$    55,000$       115,310




On September 1, 2007, pursuant to the adoption of Section 3855, Financial Instruments  Recognition and Measurement, the Company recorded an adjustment to increase the carrying value of marketable securities by $60,310 with a corresponding adjustment to accumulated other comprehensive income.  The adjustment represents the after-tax unrealized gain on available-for-sale marketable securities held by the Company at September 1, 2007.



During the year ended August 31, 2008 the Company recognized an unrealized loss of $30,824 (2007 - $nil) on marketable securities.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007







5.

MARKETABLE SECURITIES (continued)



The Company sold all of its common shares of Gulf Coast Oil & Gas (formerly Otish Mountain Diamond Company) in fiscal year 2006 for a gain on investment of $241,938.



6.

EQUIPMENT



August 31, 2008CostAccumulated AmortizationNet
Book ValueComputer equipment$107,392$(59,556)$47,836Furniture and fixtures17,002(7,306)9,696Field equipment141,711(84,064)57,647$266,105$(150,926)$115,179




August 31, 2007CostAccumulated AmortizationNet
Book ValueComputer equipment$83,074$(35,555)$47,519Furniture and fixtures13,035(5,243)7,792Field equipment129,405(66,331)63,074$225,514$(107,129)$118,385






---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





7.

MINERAL PROPERTIES



|     |                    |                 |           |             |                
|---- | ------------------ | --------------- | --------- | ----------- | ---------------
|     |                    |                 |           |             |                
|note |                    | August 31, 2007 | Additions | Recoveries  | August 31, 2008
|     | Nevada:            |                 |           |             |                
|a    | Redlich            | $ -             | $ 15,500  | $ -         | $ 15,500       
|b    | Red Canyon         | -               | 48,356    | (48,356)    | -              
|c    | BPV                | 11,325          | -         | -           | 11,325         
|c    | CONO               | 11,325          | -         | -           | 11,325         
|c    | Coal Canyon        | 11,325          | -         | -           | 11,325         
|d    | Red Hill           | -               | 20,102    | (20,102)    | -              
|e    | Fuse               | -               | -         | -           | -              
|f    | ETTU               | 25,925          | -         | -           | 25,925         
|g    | Horse Mountain     | -               | 39,569    | -           | 39,569         
|h    | DAME               | 72,584          | -         | -           | 72,584         
|i    | Iron Point         | 63,555          | 15,250    | (15,250)    | 63,555         
|j    | Angel Wings        | 60,734          | 39,009    | (39,009)    | 60,734         
|k    | PPM                | -               | -         | -           | -              
|l    | PQ                 | -               | 31,132    | -           | 31,132         
|     |                    |                 |           |             |                
|     | Mineral properties | $ 256,773       | $ 208,919 | $ (122,718) | $ 342,974      
|     |                    |                 |           |             |                
|note |                    | August 31, 2006 | Additions | Recoveries  | August 31, 2007
|     | Nevada:            |                 |           |             |                
|a    | Redlich            | $ -             | $ 26,100  | $ (26,100)  | $ -            
|b    | Red Canyon         | 33,488          | -         | (33,488)    | -              
|c    | BPV                | -               | 11,325    | -           | 11,325         
|c    | CONO               | -               | 11,325    | -           | 11,325         
|c    | Coal Canyon        | -               | 11,325    | -           | 11,325         
|d    | Red Hill           | -               | -         | -           | -              
|e    | Fuse               | 28,015          | -         | (28,015)    | -              
|f    | ETTU               | 25,925          | -         | -           | 25,925         
|g    | Horse Mountain     | 12,855          | -         | (12,855)    | -              
|h    | DAME               | 72,584          | -         | -           | 72,584         
|i    | Iron Point         | 86,095          | -         | (22,540)    | 63,555         
|j    | Angel Wings        | 55,264          | 39,444    | (33,974)    | 60,734         
|k    | PPM                | 10,468          | -         | (10,468)    | -              
|     |                    |                 |           |             |                
|     | Mineral properties | $ 324,694       | $ 99,519  | $ (167,440) | $ 256,773      





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007



7.

MINERAL PROPERTIES (continued)



a)

Redlich Property, Esmeralda County, Nevada



On January 23, 2008 the Company paid the final $11,194 (US$11,250) and issued the final 15,000 two year share purchase warrants at an exercise price of $0.55 and a fair value of $4,306 (US$4,250) to complete the purchase of the Redlich Property subject to the owner retaining a 3% Net Smelter Return (NSR) royalty. Upon completion of a bankable feasibility study, the Company has the option to buy two percentage points of the NSR for US$1,000,000 per percentage point.



From March 4, 2004 until it was terminated on February 20, 2008 Newcrest Resources Inc. (Newcrest) had an exploration with option to joint venture agreement with the Company.  During the term of the agreement Newcrest paid the Company US$135,000 and incurred US$1,735,687 in exploration expenditures.



b)

Red Canyon Property, Eureka County, Nevada



On November 18, 2003 the Company entered into a 20-year mining lease for the Red Canyon property with a $1,000 purchase option on completion of the following payments and share purchase warrant issues.  The owner retains a NSR royalty of 3% if the price of gold is below US$300 per ounce; 4% if the price of gold is between US$300 and US$400 per ounce; and 5% if the price of gold is over US$400 per ounce. Upon completion of a bankable feasibility study the Company has the option to buy two percentage points of the NSR for US$1,000,000 per percentage point.





Mining Lease Due DatesCash consideration to be paid to Lessor
US$Two year share purchase warrants to be issued to LessorPrior to August 31, 2005 (paid and issued)25,00075,000 @Cdn$0.37November 18, 2005 (paid)35,000November 18, 2006 (paid)40,000-November 18, 2007 (paid)50,000-November 18, 2008 (paid subsequently)50,000-November 18, 2009 to 2012 at $75,000 per year300,000-November 18, 2013 to 2023 at $100,000 per year (subject to inflation adjustment beginning in 2019)1,100,000-Total consideration1,600,00075,000




From July 12, 2006 until it was terminated on March 4, 2008 Romarco Minerals Inc. (Romarco) had an exploration with option to joint venture agreement with the Company.  During the term of the agreement Romarco delivered the Company 250,000 common shares of Romarco and expended in excess of US$500,000 in exploration expenditures, including a 6,000 foot drill program.



On August 1, 2008 the Company signed a definitive agreement with Montezuma Mines Inc., a subsidiary of CMQ Resources Inc. (CMQ), superseding a letter of intent signed June 5, 2008, to enter into an exploration with option to joint venture agreement with the Company on the Red Canyon Property with an effective date of August 1, 2008. CMQ may earn a 60% interest by funding US$4,000,000 in qualified expenditures over a five-year period. CMQ may then elect to earn an additional 10% interest by completing a bankable feasibility study within four years of election or by funding US$10,000,000 in additional exploration.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





7.

MINERAL PROPERTIES (continued)



b)

Red Canyon Property, Eureka County, Nevada (continued)



Due DatesExploration Expenditures
US$August 1, 2009 (obligation)500,000August 1, 2010500,000August 1, 2011750,000August 1, 20121,000,000August 1, 20131,250,000Total consideration4,000,000




c)

BPV, CONO and Coal Canyon Properties, Eureka County, Nevada



On May 27, 2004, the Company entered into two 20-year mining leases for the BPV and CONO properties, with a sliding production royalty between 2.5% to 5% depending on the price of gold and subject to buy down provisions to 2%, for the following consideration.

Mining Lease Due DatesCash consideration to be paid to Lessor for
BPV Lease
US$Cash
consideration to
be paid to Lessor for
CONO lease
US$Prior to August 31, 2005 (paid)12,50012,500May 27, 2006 (paid)6,2506,250May 27, 2007 (paid)10,00010,000May 27, 2008 (paid)10,00010,000May 27, 200912,50012,500May 27, 201015,00015,000May 27, 2011 and 2012 - $30,000 each year60,00060,000May 27, 2013 and 2014 - $40,000 each year80,00080,000May 27, 2015 $50,000 and each year thereafter to be adjusted for inflation500,000500,000Total consideration706,250706,250




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

Mining Lease Due DatesCash consideration to
be paid to Lessor
US$Prior to August 31, 2005 (paid)12,500May 27, 2006 (paid)6,250May 27, 2007 (paid)10,000May 27, 2008 (paid)10,000May 27, 200912,500May 27, 201015,000May 27, 2011 and 2012 - $30,000 each year60,000May 27, 2013 and 2014 - $40,000 each year80,000May 27, 2015 $50,000 and each year thereafter to be adjusted for inflation500,000Total consideration706,250






---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007







7.

MINERAL PROPERTIES (continued)



c)

BPV, CONO and Coal Canyon Properties, Eureka County, Nevada (continued)



On March 11, 2008 the Company entered into an exploration agreement with an option to form a joint venture with Queensgate Resources Corporation (Queensgate).  Queensgate may earn a 51% joint venture interest in the Coal Canyon, BPV and CONO projects on expending US$3,000,000 in exploration activities over a five year period.  Once earned, Queensgate may earn an additional 9% interest by funding an additional US$2,000,000 and can eventually earn up to a 70% interest in all three properties by funding a bankable feasibility study on any one of the properties.  The expenditures include payment of the underlying mineral leases.  Queensgate issued 100,000 common shares of Queensgate to the Company on June 15, 2008 and by March 11, 2009 Queensgate will issue the Company another 100,000 common shares of Queensgate.



Due DatesExploration Expenditures
US$March 11, 2009 (obligation)260,000March 11, 2010440,000March 11, 2011600,000March 11, 2012700,000March 11, 20131,000,000Total consideration3,000,000






d)

Red Hill Property, Eureka County, Nevada



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



Mining Lease Due DatesCash consideration to be paid to Lessor
US$Prior to August 31, 2005 (paid)18,750May 27, 2006 (paid)12,500May 27, 2007 (paid)20,000May 27, 2008 (paid)20,000May 27, 200925,000May 27, 201030,000May 27, 2011 and 2012 - $40,000 each year80,000May 27, 2013 and 2014 - $50,000 each year100,000May 27, 2015 $60,000 and each year thereafter to be adjusted for inflation600,000Total consideration906,250




From October 27, 2004 until it was terminated on October 16, 2008 the Company had an exploration agreement with an option to form a joint venture with Barrick Gold Corporation (formerly Placer Dome US Inc) (Barrick).  During the term of the agreement Barrick paid the Company US$190,000 and expended in excess of US$537,500.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





7.

MINERAL PROPERTIES (continued)

e)

Fuse Property, Eureka County, Nevada



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



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



Option Due DatesCash consideration to be paid to the Company
US$Exploration Expenditures
US$Cash consideration to be paid to the Company
US$Exploration Expenditures
US$Fuse EastFuse WestPrior to August 31, 200530,000-3,000-September 28, 2006 (received)27,000---November 15, 2006 (received)--3,000-September 28, 2007 (received)36,000175,000--November 15, 2007 (received)--4,000-September 28, 2008 (received)45,000200,000--November 15, 2008 (received)--5,000-September 28, 200945,000402,500--November 15, 2009--5,000-September 28, 201067,5001,000,000--November 15, 2010--7,500197,500Total consideration250,5001,777,50027,500197,500




f)

ETTU Property, Eureka County, Nevada



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





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007







7.

MINERAL PROPERTIES (continued)



g)

Horse Mountain Property, Lander County, Nevada



On November 23, 2004, the Company entered into a 20-year mining lease for the Horse Mountain claims for the following consideration.  The Lessor retained a NSR royalty of 3.5%.  In May 2008 the Lessor reduced his NSR royalty from 3.5% to 3.0% in exchange for the Company having quit claimed 20 claims adjoining the Horse Mountain project to the Lessor.



Mining Lease Due DatesMinimum Advance Royalties payable to  Lessor
US$Two year share purchase warrants to be issued to LessorMinimum linear feet of drillingPrior to August 31, 2005 (paid and issued)30,00025,000 @ Cdn$0.70November 23, 2005 (paid)30,000-November 23, 2006 (paid and met)30,000-3,000 feetNovember 23, 2007 (paid and met)40,000-1,500 feetNovember 23, 2008 (paid and met subsequently)40,000-1,500 feetNovember 23, 2009 and 2010 $50,000 each year100,000-1,500 feetNovember 23, 201170,000-November 23, 201280,000-November 23, 2013 and each year thereafter adjusted for inflation1,200,000-Total consideration1,620,00025,000




On August 15, 2008 the Company signed a definitive agreement, superseding a May 15, 2008 letter of intent, to enter into an exploration agreement with an option to form a joint venture with Newcrest.  Newcrest will earn a 60% joint venture interest in the Horse Mountain Property by funding US$3,250,000 in qualified expenditures over a four year period with the first years work commitment of US$500,000 an obligation.  Thereafter, Newcrest can earn an additional 10% interest by funding an additional US$5,000,000 over a three year period.  The joint venture will be formed upon completion of the earn-in period.  In addition, Newcrest will meet advance royalty payments to the Lessor which will not count towards Newcrests earn-in commitment.



Option Due DatesExploration Expenditures
US$May 15, 2009 (obligation)500,000May 15, 2010750,000May 15, 20111,000,000May 15, 20121,000,000Total consideration3,250,000




h)   Dame Property, Eureka County, Nevada



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





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





7.

MINERAL PROPERTIES (continued)



i)

Iron Point Property, Humboldt County, Nevada



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



On June 3, 2005, the Company entered into a 20-year mining lease and option to purchase 28 mining claims, with a sliding production royalty between 2.5% to 3.5% depending on the price of gold, for minimum advance royalty payments to be completed on the following schedule. These claims can be purchased outright for cash consideration between US$1,000,000 to US$2,000,000 depending on the price of gold anytime up to June 3, 2015.



Mining Lease Due datesMinimum advance royalty payments to Lessor
US$Prior to August 31, 2005 (paid)7,000June 3, 2006 (paid)10,000June 3, 2007 (paid)10,000June 3, 2008 (paid)15,000June 3, 200920,000June 3, 2010 $25,000 and each year thereafter400,000Total consideration462,000




On November 22, 2006 the Company signed an exploration agreement with option to form joint venture with White Bear Resources, Inc. (White Bear) whereby White Bear may earn a 60% interest by paying the Company US$20,000, issuing the Company 100,000 common shares (received) of White Bear and by expending US$2,500,000 over five years.  White Bear may then elect to earn an additional 10% interest by funding a bankable feasibility study or by expending an additional US$10,000,000.  White Bear is a private company and the Company has not assigned a fair value to the White Bear common shares received.  A second issue of 100,000 common shares of White Bear was due to be issued on the first anniversary of the agreement however the Company has agreed that White Bear may issue the shares on completion of White Bears Initial Public Offering in 2009.



Option Due DatesCash consideration to be paid to the Company
US$Exploration Expenditures
US$November 22, 2006 (received)20,000-November 22, 2007 (met)-100,000November 22, 2008 (met)-200,000November 22, 2009-500,000November 22, 2010-700,000November 22, 2011-1,000,000Total consideration20,0002,500,000






---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007









7.

MINERAL PROPERTIES (continued)



j)

Angel Wings Property, Elko County, Nevada



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



On October 27, 2005 the Company entered into a 20 year mining lease for 30 mining claims with a private party with a sliding production royalty between 2% to 4% depending on the price of gold, for minimum advance royalty payments to be completed on the following schedule. On December 19, 2006 the Company amended the agreement and increased the size of the lease from 30 mining claims to 87 mining claims.  The Company has the option to buy up to two percentage points of the NSR for US$1,000,000 per percentage point.  However, the NSR shall never drop below 1% regardless of the price of gold.



Mining Lease Due datesMinimum advance royalty payments to Lessor
US$Prior to August 31, 2005 (paid)35,000October 27, 2006 (paid)35,000October 27, 2007 (paid)40,000October 27, 2008 (paid subsequently)45,000October 27, 200955,000October 27, 201065,000October 27, 201175,000October 27, 2012 $85,000 and each year thereafter1,190,000Total consideration1,540,000




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



Option Due DatesCash consideration to be paid to the Company
US$Exploration Expenditures
US$May 15, 2007 (received)30,000-October 15, 2008 (obligation)-300,000May 15, 2009-300,000May 15, 2010-400,000May 15, 2011-500,000May 15, 2012-500,000Total consideration30,0002,000,000




On November 17, 2008 the Company loaned White Bear US$22,500 by way of a promissory note.  The principal amount of US$22,500, together with 100,000 common shares of White Bear, will be due and payable within 30 days of White Bear completing its Initial Public Offering.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





7.

MINERAL PROPERTIES (continued)



k)

PPM, Humboldt County, Nevada



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



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



Piedmont will earn a 55% joint venture interest in the property by paying the Company US$25,000 before May 17, 2007 (received) and by completing expenditures of US$1,750,000 for exploration activities over a period of five years. A minimum work expenditure of US$175,000 is required in the first year with expenditure minimums increasing in subsequent years which the Company extended to July 17, 2008. Once the initial earn-in phase of 55% has been reached, Piedmont and the Company will enter into a joint venture agreement for which Piedmont will be the operator.  At August 31, 2008 Piedmont owed the Company $30,558 for exploration costs and Piedmont had not met its obligations.



Option Due DatesCash consideration to be paid to the Company
US$Exploration Expenditures
US$May 17, 2007 (received)25,000-July 17, 2008 (obligation)-175,000April 17, 2009-200,000April 17, 2010-300,000April 17, 2011-425,000April 17, 2012-650,000Total consideration25,0001,750,000




l)

PQ Property, Elko County, Nevada



In April 2008 the Company staked 100 mining claims in the Pequop Mountains comprising the PQ Property.



On March 26, 2008 the Company entered into a 20 year mining lease for 36 mining claims with a private party with a NSR royalty of 3%.  The Company reimbursed the lessor $10,974 of claim location costs.  The claims staked by the Company fall within the leases area of interest and are subject to a NSR royalty of 2%. The Company has the option to buy up to two percentage points of the NSR for US$1,500,000 per percentage point.



Mining Lease Due datesMinimum advance royalty payments to Lessor
US$March 26, 2008 (paid)20,000March 26, 200930,000March 26, 201040,000March 26, 2011 and each year thereafter ($50,000 per year)850,000Total consideration940,000






---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





7.

MINERAL PROPERTIES (continued)



m)  Lookout Property, Tooele County, Utah



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



8.

SHARE CAPITAL



a)

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



b)

Share issuances:



On October 3, 2007 the Company completed a non-brokered private placement of 4,460,000 units at a price of $1.05 per unit, for gross proceeds of $4,683,000.  Each unit consisted of one common share and one non-transferable share purchase warrant.  Each warrant is exercisable to purchase an additional common share at $1.50 per share until October 4, 2009.  An additional 253,500 units were issued as a finders fee pursuant to the private placement. The proceeds of the financing of $4,683,000 were allocated on a relative fair value basis as $3,581,117 to common shares and $1,101,882 as to warrants and the fair value of the finders fees of $266,175 were allocated as to $203,546 to common shares and $62,629 as to warrants.



The assumptions used in the Black-Scholes pricing model was a risk free interest rate of 4.27%, an expected volatility of 59.17% an expected life of 2 years and an expected dividend of zero.



If at any time following February 5, 2008 the volume weighted average trading price of the Companys common shares on the TSX Venture Exchange for 10 consecutive trading days is at least $2.10 per common share, the warrants will terminate at the close of business on the 30th trading day following the date on which the Company gives notice to the warrant holder of such fact and early termination.  Cash share issue costs were $59,472.



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 7,307,052 options to acquire common shares to its directors, officers, employees and consultants.  Options granted vest as to 25% immediately and 25% each six months thereafter.



The continuity for stock options is as follows:



|                                                                                        |                |                                  |           |             |             |                                   
|--------------------------------------------------------------------------------------- | -------------- | -------------------------------- | --------- | ----------- | ----------- | ----------------------------------
|                                                                                        |                |                                  |           |             |             |                                   
|Expiry date                                                                             | Exercise price | Balance,
    August 31,
    2007 | Issued    | Exercised   | Cancelled   | Balance,
    August 31,
      2008
|June 18, 2008                                                                           | $ 0.27         | 55,000                           | -         | (55,000)    | -           | -                                 
|February 9, 2009                                                                        | $ 0.53         | 465,000                          | -         | -           | -           | 465,000                           
|February 17, 2010                                                                       | $ 0.71         | 973,750                          | -         | -           | -           | 973,750                           
|October 18, 2010                                                                        | $ 1.18         | 80,000                           | -         | -           | -           | 80,000                            
|February 1, 2011                                                                        | $ 2.07         | 125,000                          | -         | -           | (125,000)   | -                                 
|May 31, 2011 (1)                                                                        | $ 0.70         | 50,000                           | -         | -           | -           | 50,000                            
|April 17, 2011                                                                          | $ 1.92         | 1,475,000                        | -         | -           | (1,475,000) | -                                 
|April 17, 2011 (1)                                                                      | $ 0.70         | 425,000                          | -         | -           | -           | 425,000                           
|August 8, 2011                                                                          | $ 1.64         | 200,000                          | -         | -           | (200,000)   | -                                 
|March 28, 2012                                                                          | $ 1.54         | 1,400,000                        | -         | -           | (1,400,000) | -                                 
|March 28, 2012 (1)                                                                      | $ 0.70         | 470,000                          | -         | -           | -           | 470,000                           
|January 31, 2013(1)                                                                     | $ 0.70         | -                                | 1,170,000 | -           | -           | 1,170,000                         
|                                                                                        | 5,718,750      | 1,170,000                        | (55,000)  | (3,200,000) | 3,633,750  
|                                                                                        |                |                                  |           |             |             |                                   
|Weighted average exercise price                                                         |                | $ 1.44                           | $ 0.70    | $ 0.27      | $ 1.74      | $ 0.69                            
|                                                                                        |                |                                  |           |             |             |                                   
|All except 702,500 of the stock options were vested and exercisable at August 31, 2008.
|                                                                                        |                |                                  |           |             |             |                                   







---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





8.

SHARE CAPITAL (continued)



c)

Stock Options Outstanding (continued)



|                                |                |                                  |           |           |           |                           
|------------------------------- | -------------- | -------------------------------- | --------- | --------- | --------- | --------------------------
|                                |                |                                  |           |           |           |                           
|Expiry date                     | Exercise price | Balance,
    August 31,
    2006 | Issued    | Exercised | Cancelled | Balance,
 August 31,
 2007
|December 14, 2006               | $ 0.14         | 10,000                           | -         | (10,000)  | -         | -                         
|November 7, 2008                | $ 0.23         | 250,000                          | -         | (250,000) | -         | -                         
|June 18, 2008                   | $ 0.27         | 55,000                           | -         | -         | -         | 55,000                    
|February 9, 2009                | $ 0.53         | 615,000                          | -         | (150,000) | -         | 465,000                   
|February 17, 2010               | $ 0.71         | 1,343,750                        | -         | (370,000) | -         | 973,750                   
|April 20, 2010                  | $ 0.71         | 18,750                           | -         | (18,750)  | -         | -                         
|October 18, 2010                | $ 1.18         | 80,000                           | -         | -         | -         | 80,000                    
|February 1, 2011                | $ 2.07         | 125,000                          | -         | -         | -         | 125,000                   
|May 31, 2011 (1)                | $ 1.70         | 50,000                           | -         | -         | -         | 50,000                    
|April 17, 2011                  | $ 1.92         | 2,025,000                        | -         | -         | (125,000) | 1,900,000                 
|August 8, 2011                  | $ 1.64         | 200,000                          | -         | -         | -         | 200,000                   
|March 28, 2012                  | $ 1.54         |                                  | 1,870,000 | -         | -         | 1,870,000                 
|                                | 4,772,500      | 1,870,000                        | (798,750) | (125,000) | 5,718,750
|                                |                |                                  |           |           |           |                           
|Weighted average exercise price |                | $ 1.26                           | $ 1.54    | $ 0.52    | $ 1.92    | $ 1.44                    
|                                |                |                                  |           |           |           |                           







(1)

On February 1, 2008 the Directors granted stock options to directors and officers on 1,170,000 shares exercisable for up to five years at a price of $0.70 per share to vest 25% immediately and 25% every six months thereafter.   On that same day the Directors re-priced 945,000 stock options previously granted to four employees and one consultant who are not insiders at a price of $0.70 per share; comprising 50,000 stock options expiring on May 31, 2011 that were priced at $1.70, 425,000 stock options expiring on April 17, 2011 that were priced at $1.92 and 470,000 stock options expiring on March 28, 2012 that were priced at $1.54.  Finally, with the consent of the insider option holders, 3,095,000 stock options were cancelled. No new options will be granted to these directors and officers for twelve months.



d)

Stock Based Compensation



During the year ended August 31, 2008, the Company recorded $1,540,880 in stock based compensation expense for a series of options vested during the year (2007 - $1,583,901; 2006 - $715,415). The remaining fair value of the series of options granted in fiscal year 2007 and 2008 of $362,716, less forfeitures if any, will be recognized as the options vest in 2008 and 2009.



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.  Stock options issued to outside consultants that vest over time are valued at the grant date and recorded using the straight line method over the vesting period and subsequently re-valued and adjusted on each vesting. The fair value of the 1,170,000 options granted in fiscal 2008 was determined using a risk free interest rate of 3.30%, an expected volatility of 76.94%, an expected life of 5 years, and an expected dividend of zero for a fair value per option of $0.45.  The incremental fair value of the 945,000 options that were re-priced was determined using a risk free interest rate of 3.30%, an expected volatility ranging from 57.11% to 64.49%, a remaining expected life ranging from 3.21 to 4.17 years and an expected dividend of zero.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007







8.

SHARE CAPITAL (continued)



e)

Share Purchase Warrants



The continuity for share purchase warrants is as follows:



|                                |                |                               |           |           |           |                             
|------------------------------- | -------------- | ----------------------------- | --------- | --------- | --------- | ----------------------------
|Expiry date                     | Exercise price | Balance,
    August 31,
 2007 | Issued    | Exercised | Expired   | Balance, 
 August 31, 
 2008
|October 4, 2007                 | $ 1.15         | 552,500                       | -         | (552,500) | -         | -                           
|January 23, 2008                | $ 0.45         | 11,250                        | -         | (11,250)  | -         | -                           
|January 23, 2009                | $ 0.50         | 11,250                        | -         | -         | -         | 11,250                      
|October 4, 2009                 | $ 1.50         | -                             | 4,713,500 | -         | -         | 4,713,500                   
|January 23, 2010                | $ 0.55         | -                             | 15,000    | -         | -         | 15,000                      
|                                | 575,000        | 4,728,500                     | (563,750) | -         | 4,739,750
|                                |                |                               |           |           |           |                             
|Weighted average exercise price |                | $ 1.12                        | $ 1.50    | $ 1.14    | $ -       | $ 1.49                      







The $4,306 fair value of the 15,000 share purchase warrants issued in the year ended August 31, 2008 in connection with the Redlich mineral property was estimated on the date of issue using the Black-Scholes option pricing model with the following assumptions: the risk free interest rate was 3.32%, the expected life is two years, the expected volatility is 56.8% and the expected dividend is zero for a fair value per warrant of $0.29.



|                                |                |                                  |             |             |           |                             
|------------------------------- | -------------- | -------------------------------- | ----------- | ----------- | --------- | ----------------------------
|Expiry date                     | Exercise price | Balance,
    August 31,
    2006 | Issued      | Exercised   | Expired   | Balance, 
 August 31, 
 2007
|November 23, 2006               | $ 0.70         | 25,000                           |             | (25,000)    |           | -                           
|February 10, 2007               | $ 0.90         | 2,092,000                        |             | (1,992,000) | (100,000) | -                           
|October 4, 2007                 | $ 1.15         | 1,030,000                        | -           | (477,500)   | -         | 552,500                     
|January 23, 2008                | $ 0.45         | 11,250                           | -           |             | -         | 11,250                      
|January 23, 2009                | $ 0.50         | -                                | 11,250      | -           | -         | 11,250                      
|                                | 3,158,250      | 11,250                           | (2,494,500) | (100,000)   | 575,000  
|                                |                |                                  |             |             |           |                             
|Weighted average exercise price |                | $ 0.98                           | $ 0.50      | $ 0.95      | $ 0.90    | $ 1.12                      





9.

MANAGEMENT OF CAPITAL



The Company manages its cash, common shares, stock options and warrants as capital (see Note 8). 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 risk.  The Company does not have any externally imposed capital requirements to which it is subject.



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 and cash equivalents.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007







9.

MANAGEMENT OF CAPITAL (continued)



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 efforts, the Company does not pay out dividends. The Companys investment policy is to keep its cash treasury on deposit in an interest bearing Canadian chartered bank account.



The Company expects its current capital resources will be sufficient to carry its exploration plans and operations through its current operating period.



10.

COMMITMENTS

Effective January 1, 2008 the Company entered into an agreement with Y3K Exploration Company LLC (Y3K).  The Company engaged Y3K to conduct a mineral exploration program in Mexico during the 2008 calendar year and the Company agreed to provide US$200,000 in exploration funding during this period. The program may be extended by mutual consent beyond this period. The Company is organizing a new Mexican subsidiary to acquire any mineral properties identified by Y3K for acquisition and accepted by the Company.  By August 31, 2008 the Company had funded approximately US$143,000 towards this commitment.

As at August 31, 2008, the Company has no other significant commitments with any parties other than disclosed in Note 7.



11.

RELATED PARTY TRANSACTIONS



During the year ended August 31, 2008, 2007 and 2006, the Company:



a)

paid $12,500 (2007 - $42,500; 2006 - $104,494) to a company controlled by a common director for management of the Companys affairs and during the fiscal year ended 2006 the Company paid $71,500 in fees and an additional $32,994 for services related to helping arrange for the sale of investment stock held for sale by the Company;



b)

paid $6,740 (2007 - $19,216; 2006 - $127,700) to directors or companies controlled by common officers or directors for rent, telephone, secretarial, website, internet and office services;



c)

paid $89,250 (2007 - $76,500; 2006 - $38,500 ) to a company controlled by a common officer pursuant to a contract for professional fees;



d)

included in wages and benefits are fees paid to independent directors of $22,652 (2007 - $20,173; 2006 - $13,077);



e)

included in property exploration costs are consulting fees of US$2,916 paid to a company that a director of the Company is an officer and director of for work performed on the Redlich project.



A director and officer of the Company holds a 10% interest in the properties described in Note 7(c).



At August 31, 2008 an amount of $3,390 for expenses and director fees owed to officers and directors are included in accounts payable and accrued liabilities (August 31, 2007 - $4,090). These amounts were settled in the ordinary course of business shortly after the year end.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007







12.

INCOME TAXES



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



20082007Combined statutory tax rate32%34%Computed income tax benefit$1,010,000$1,050,000Changes in temporary differences28,00025,000Unrecognized items for tax purposes(496,000)(538,000)Reductions in tax rates(61,000)-Income tax losses not recognized(481,000)(537,000)$-$-




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



20082007Capital assets$7,000$36,000Exploration and development deductions274,000409,000Non-capital losses carried forward2,078,0001,762,000Other temporary differences21,00021,0002,380,0002,228,000Valuation allowance(2,380,000)(2,228,000)$-$-




As at August 31, 2008 the Company has available losses for income tax purposes in Canada of approximately $2,936,000 and in the USA of approximately $3,755,000 which may be carried forward and applied against future taxable income when earned.



|                 |        |           |  |          
|---------------- | ------ | --------- |  | ---------
|                 | CANADA | USA      
|Loss expiry year |        | CDN$      |  | US$      
|2009             |        | 279,000   |  | -        
|2010             |        | 464,000   |  | -        
|2014             |        | 493,000   |  | -        
|2015             |        | 183,000   |  | -        
|2025             |        | -         |  | 1,081,000
|2026             |        | 480,000   |  | 573,000  
|2027             |        | 508,000   |  | 1,042,000
|2028             |        | 529,000   |  | 1,059,000
|                 |        | 2,936,000 |  | 3,755,000



Canadian and foreign exploration resource deductions may be used against certain taxable income without expiry provided there has been no change in the control of the Company.  As at August 31, 2008, the available resource deductions amounted to approximately $794,000.  USA exploration resource deductions are amortized over a 10 year period. As at August 31, 2008, the available resource deductions amounted to approximately $555,000.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007







13.

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES



During the year ended August 31, 2008, the Company issued 15,000 share purchase warrants with a fair value of $4,306 pursuant to the mineral property option agreement described in note 7 (a).



During the year ended August 31, 2007, the Company issued 11,250 share purchase warrants with a fair value of $17,575 pursuant to the mineral property option agreement described in note 7 (a).



During the year ended August 31, 2007, the Company received 200,000 common shares of Romarco Minerals Inc. at a fair value of $55,000 pursuant to the mineral property exploration agreement described in note 7 (b).



During the year ended August 31, 2007, the Company had an amount of $11,325 included in amounts receivable that was offset to mineral property option payments received.



During the year ended August 31, 2006, the Company issued 11,250 share purchase warrants with a fair value of $15,378 pursuant to the mineral property option agreement described in note 7(a).



During the year ended August 31, 2006, the Company issued 60,000 share purchase warrants as finders fees with a value of $54,000 pursuant to a private placement described in note 8 (b)(1).



14.

SEGMENT INFORMATION



The Company operates in one business segment being the acquisition and exploration of mineral properties and has two geographical segments: USA and Mexico.  The total assets attributable to the geographical locations relate primarily to equipment and deferred mineral property costs and have been disclosed in notes 6 and 7.



15.

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



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



1)

Cumulative Since Inception Disclosure



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



2)

Financial instruments and other comprehensive income



Effective September 1, 2007, the Company adopted CICA accounting standards related to Comprehensive Income and Financial Instruments.  These accounting statements have been adopted on a prospective basis and prior periods have not been restated.  The adoption of these standards in Canada eliminated previous US GAAP reconciliations with respect to the recognition and measurement of financial instruments.





---

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

August 31, 2008 and 2007





15.

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



3)

Marketable Securities



Previously, under accounting principles generally accepted in Canada, gains (losses) in shares of public companies are not recognized until investments are sold unless there is deemed to be an impairment of value which is other than temporary.  Under US GAAP, such investments are recorded at market value and the unrealized gain and losses are recognized in other comprehensive income unless there is deemed to be an impairment which is other than temporary.  Under FAS 115 the Company accounted for the marketable security as held for sale.  In 2007 after the adoption of Section 3855 of the CICA Handbook marketable securities were designated as available for sale and no difference remains in the securities.



4)

Recently issued United States Accounting Standards



In February 2007, the FASB issued FAS No. 159 The Fair Value Option for Financial Assets and Financial Liabilities including an amendment of FASB Statement No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. This Statement applies to all entities, including not-for-profit organizations. Most of the provisions of this Statement apply only to entities that elect the fair value option. FAS No. 159 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, and is applicable beginning in the Companys first quarter beginning September 1, 2008 and it had no material impact on the consolidated financial statements.



In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (FAS 141R), which replaces FAS 141 and SFAS No. 160, Non-controlling Interest in Consolidated Financial Statements, an amendment of ARB No. 51 (FAS 160). FAS 141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. FAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. FAS 141R and FAS 160 shall be applied prospectively on or after an entitys fiscal year that begins on or after December 15, 2008. The Company is currently assessing the impact that FAS 141R and FAS 160 will have on its consolidated financial statements but does not expect that it will have a material impact on the consolidated financial statements.



In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities.  This statement changes the disclosure requirements for derivative instruments and hedging activities.  Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and its related interpretations, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows.  This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, or the Companys fiscal year beginning January 1, 2009, with early application encouraged.  This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  The Company does not expect that it will have a material impact on its consolidated financial statements.