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

# FORM 40-F

(Check one)

|[ ] | REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ------------------------------------------------------------------------------------

# OR

|[X] | ANNUAL REPORT
PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

|For the fiscal year ended: December 31, 2003 | Commission file number 001-34436
|-------------------------------------------- | --------------------------------

MIRAMAR MINING
CORPORATION(Exact name of Registrant as specified in its charter)

|Not Applicable
(Translation of Registrant's name
into English (if applicable)) | British Columbia, Canada
(Province of other jurisdiction of
incorporation or organization) | Not Applicable
(I.R.S. Employer Identification
Number (if applicable))
|------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------

1040 
(Primary Standard Industrial Classification Code Number (if applicable))

Suite 300  889
Harbourside Drive, 
North Vancouver, British Columbia, Canada V7P 3S1
(604) 985-2572
(Address and telephone number of Registrants principal executive offices)

CT Corporation System,
111 Eighth Avenue, 13thFloor, New York, New York 10011 
(212) 894-8940
Name, address (including zip code) and telephone number (including area code) 
of agent for service in the United States)

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

|Title of each classCommon Shares | Name of each exchange on which registered American Stock Exchange
|-------------------------------- | -----------------------------------------------------------------

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

None
(Title of Class)

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

None
(Title of Class)

For annual reports, indicate by check
mark the information filed with this Form:

|[X]   Annual information form | [X]   Audited annual financial statements
|----------------------------- | -----------------------------------------

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 covered by the annual report.

As at December 31,
2003, 151,634,893 Common Shares without par value were
issued and outstanding.

Indicate by check mark whether the
Registrant by filing the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934 (the Exchange Act). If Yes is marked, indicate the filing
number assigned to the Registrant in connection with such Rule.

|Yes  82- | No  X
|-------- | -----

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

|Yes  X | No
|------ | --

---

Explanatory Note: Miramar Mining
Corporation (the Company or the Registrant) is a Canadian issuer
eligible to file its annual report pursuant to Section 13 of the Securities Exchange
Act of 1934 (the 1934 Act) on Form 40-F. The Company is a foreign
private issuer as defined in Rule 3b-4 under the 1934 Act and in Rule 405
under the Securities Act of 1933. Equity securities of the Company are accordingly exempt
from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the 1934 Act pursuant to
Rule 3a12-3.

# NOTE REGARDING FORWARD
LOOKING STATEMENTS

This report contains forward-looking
statements within the meaning of the United States Private Securities Litigation Reform
Act of 1995 concerning the Companys plans at the Giant Mine, the Hope Bay Project
and other matters. These statements relate to analyses and other information that are
based on forecasts of future results, estimates of amounts not yet determinable and
assumptions of management.

Statements concerning reserves and
mineral resource estimates may also be deemed to constitute forward-looking statements to
the extent that they involve estimates of the mineralization that will be encountered if
the property is developed, and in the case of mineral reserves, such statements reflect
the conclusion based on certain assumptions that the mineral deposit can be economically
exploited. Any statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as expects or
does not expect, is expected, anticipates or
does not anticipate, plans, estimates or
intends, or stating that certain actions, events or results may,
could, would, might or will be taken,
occur or be achieved) are not statements of historical fact and may be
forward-looking statements. Forward-looking statements are subject to a
variety of risks and uncertainties which could cause actual events or results to differ
from those reflected in the forward-looking statements, including, without limitation:

| |  | risks
and uncertainties relating to the interpretation of drill results, the geology, grade and
continuity of mineral deposits;
|- |  | -------------------------------------------------------------------------------------------------------------------------------

| |  | results
of initial feasibility, pre-feasibility and feasibility studies, and the possibility that
future exploration, development or mining results will not be consistent with the Companys
expectations;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | mining
and development risks, including risks related to accidents, equipment breakdowns, labour
disputes or other unanticipated difficulties with or interruptions in production;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
potential for delays in exploration or development activities or the completion of
feasibility studies;
|- |  | -----------------------------------------------------------------------------------------------------------

| |  | risks
related to the inherent uncertainty of production and cost estimates and the potential
for unexpected costs and  expenses;
|- |  | --------------------------------------------------------------------------------------------------------------------------------

| |  | risks
related to commodity price fluctuations;
|- |  | ----------------------------------------------

| |  | the
uncertainty of profitability based upon the Company's history of losses;
|- |  | ----------------------------------------------------------------------------

| |  | risks
related to failure to obtain adequate financing on a timely basis and on acceptable terms
for the Company's planned          exploration and development projects;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| |  | risks
related to environmental regulation and liability;
|- |  | --------------------------------------------------------

| |  | risks
related to the closure of the Con Mine, including risks that the costs related to
environmental compliance, reclamation, post-closure control measures, monitoring and
on-going maintenance will exceed the funds held in trust for such costs;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | risks
related to failure to obtain operating permits for future projects;
|- |  | -------------------------------------------------------------------------

| |  | risks
related to tax assessments;
|- |  | ---------------------------------

| |  | political
and regulatory risks associated with mining development and exploration; and
|- |  | --------------------------------------------------------------------------------------

| |  | and
other risks and uncertainties related to the Company's prospects, properties and business
strategy.
|- |  | -------------------------------------------------------------------------------------------------------

This list is not exhaustive of the
factors that may affect any of the Companys forward-looking statements. These and
other factors should be considered carefully and readers should not place undue reliance
on the Companys forward-looking statements.

Forward looking statements are made
based on managements beliefs, estimates and opinions on the date the statements are
made and the Company undertakes no obligation to update forward-looking statements if
these beliefs, estimates and opinions or other circumstances should change. Further
information regarding these and other factors is included in the filings by the Company
with the U.S. Securities & Exchange Commission and Canadian provincial securities
regulatory authorities.

# Currency

Unless otherwise indicated, all
dollar amounts in this report are Canadian dollars. The exchange rate of Canadian dollars
into United States dollars, on December 31, 2003, based upon the noon buying rate in
New York City for cable transfers payable in Canadian dollars as certified for customs
purposes by the Federal Reserve Bank of New York, was U.S.$1.00 = CDN $1.2923.

# RESOURCE AND RESERVE
ESTIMATES

All resource estimates incorporated
by reference in this Registration Statement have been prepared in accordance with
Canadian National Instrument 43-101 and the Canadian Institute of Mining and Metallurgy (CIM)
Classification System. These standards differ significantly from the requirements of the
United States Securities and Exchange Commission, and resource information incorporated
by reference herein may not be comparable to similar information concerning U.S.
companies.

For definitions of the terms mineral
reserve, proven mineral reserve, probable mineral reserve, mineral resource, measured
mineral resource, indicated mineral resource and inferred mineral resource under CIM
standards, and a summary of the differences between CIM and U.S. standards, see the
sections entitled Information Concerning Preparation of Resource Estimates and
Glossary and Defined Terms beginning on page 4 of the Annual Information
Form filed as Document 1 to this Annual Report and Risk Factors  Reserves and
Resources beginning on page 35 of the Annual Information Form.

---

# ANNUAL INFORMATION FORM

The Companys Annual Information
Form for the fiscal year ended December 31, 2003 is included herein as Document 1.

# AUDITED ANNUAL
FINANCIAL STATEMENTS AND
MANAGEMENTS DISCUSSION AND ANALYSIS

Audited Annual Financial
Statements

The audited consolidated financial
statements of the Company, including the report of the auditors with respect thereto,
included herein as Document 2.

For a reconciliation of important
differences between Canadian and United States generally accepted accounting principles,
see the Supplementary Information Reconciliation with United States Generally Accepted
Accounting Principles included herein as Document 3.

Managements
Discussion and Analysis

The Companys managements
discussion and analysis (MD&A) is included herein as Document 4.

# DISCLOSURE CONTROLS
AND PROCEDURES

As of the end of the period covered
by this report, the Company carried out an evaluation, under the supervision of the
Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the Companys disclosure controls and procedures pursuant to Rule 13a-15 of
the United States Securities Exchange Act of 1934 (Exchange Act). Based upon
that evaluation, the Companys Chief Executive Officer and Chief Financial Officer
have concluded that the Companys disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in reports that it files
or submits under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and forms.

# CHANGES IN INTERNAL
CONTROLS OVER FINANCIAL REPORTING

During the period covered by this
Annual Report on Form 40-F, no changes occurred in the Companys internal control
over financial reporting that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial reporting.

The Companys management,
including the Chief Executive Officer and Chief Financial Officer, does not expect that
its disclosure controls and procedures or internal controls and procedures will prevent
all error and all fraud. A control system can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within the Company have
been detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple error or
mistake. Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the control. The
design of any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may
occur and not be detected.

---

# CODE OF ETHICS FOR
CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER 
AND CONTROLLER

The Company has adopted a Code of
Ethics applicable to its Chief Executive Officer, Chief Financial Officer and Controller
and other employees of the Company. A copy of the Companys Code of Ethics for Chief
Executive Officer, Chief Financial Officer and Controller is attached hereto as Exhibit
99.1 and available in print to any shareholder who requests it.

All amendments to the code, and all
waivers of the code with respect to any of the officers covered by it, will be posted on
the Companys web site, submitted on Form 6-K and provided in print to any
shareholder who requests them. The Companys website is located at
www.miramarmining.com.

# CORPORATE GOVERNANCE
GUIDELINES

The Companys corporate
governance practices are set forth on page 10 of the Companys Management Information
Circular dated April 14, 2004 (submitted to the SEC on Form 6-K on May 17, 2004) prepared
in compliance with the rules of The Toronto Stock Exchangeand available in print
to any shareholder who requests them.

The terms of reference of each of the
Audit and Corporate Governance Committee and the Compensation Committee of the Company are
described in the Companys Management Information Circular dated April 14, 2004 and
available in print to any shareholder who provides the Company with a written request.

# AUDIT COMMITTEE

The Companys Board of Directors
has a separately-designated standing Audit Committee for the purpose of overseeing the
accounting and financial reporting processes of the Company and audits of the
Companys annual financial statements. As at the review of the audited consolidated
financial statements of the Company for the year ended December 31, 2003 and as at the
date of this Annual Report, the following individuals comprise the entire membership of
the Companys Audit Committee, which have been established in accordance with Section
3(a)(58)(A) of the Exchange Act:

| | Lawrence Bell
Peter Nixon
Christopher J. Pollard
William E. Stanley
| | -------------------------------------------------------------------

Independence

The Company has adopted the criteria
for director independence and unrelatedness for members of its audit committee that
are consistent with the criteria prescribed by the Sarbanes-Oxley Act of 2002, and the
rules and requirements of the Toronto Stock Exchange and the American Stock Exchange.
Each member of the Companys audit committee satisfies the criteria for director
independence as currently in effect under the rules and regulations of the Toronto Stock
Exchange and the American Stock Exchange.

Audit Committee Financial Expert

The Companys Board of
Directors has been determined that Lawrence Bell satisfies the requirements of an audit
committee financial expert criteria prescribed by the Securities and Exchange Commission
and has designated him as an audit committee financial expert for the Audit Committee.
The aforementioned director has also been determined by the Companys Board of
Directors to be independent within the criteria referred to above under the subheading
Audit Committee  Independence.

---

# AUDIT COMMITTEE CHARTER

The Companys Audit and Risk
Management Committee Charter is attached hereto as Exhibit 99.2 and available in print to
any shareholder who requests it.

# PRINCIPAL ACCOUNTING
FEES AND SERVICES  INDEPENDENT AUDITORS

The table setting forth the
Companys fees paid to its independent auditor, KPMG LLP for the years ended December
31, 2003 and December 31, 2002 are set forth below:

|              
|--------------
|
|              
|
|              
|Audit:        
|Audit Related:
|Tax           
|All Other Fees
|              
|Total         
|              

Audit Fees are the
aggregate fees billed by KPMG LLP for the audit of the Companys consolidated annual
financial statements, reviews of interim financial statements and attestation services
that are provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees are
fees charged by KPMG LLP for assurance and related services that are reasonably related to
the performance of the audit or review of the Companys financial statements and are
not reported under Audit Fees. This category comprises fees billed for
independent accountant review of the interim financial statements and Management
Discussion and Analysis, as well as advisory services associated with the Companys
financial reporting.

Tax Fees are fees for
professional services rendered by KPMG LLP for tax compliance, tax advice on actual or
contemplated transactions.

# PRE-APPROVAL OF AUDIT
AND NON-AUDIT SERVICES PROVIDED BY INDEPENDENT AUDITORS

The Audit Committee pre-approves all
audit services to be provided to the Company by its independent auditors. The Audit
Committees policy regarding the pre-approval of non-audit services to be provided to
the Company by its independent auditors is that all such services shall be pre-approved by
the Audit Committee. Non-audit services that are prohibited to be provided to the Company
by its independent auditors may not be pre-approved. In addition, prior to the granting of
any pre-approval, the Audit Committee must be satisfied that the performance of the
services in question will not compromise the independence of the independent auditors.

---

# OFF-BALANCE SHEET
ARRANGEMENTS

The Company does not have any off
balance sheet arrangements other than the pension obligations which are described in note
12 of the consolidated financial statements and certain financial instruments described in
note 15 of the consolidated financial statements.

# TABLE OF CONTRACTUAL
COMMITMENTS

The following table lists as of
December 31, 2003 information with respect to the Companys known contractual
obligations, in thousands of Canadian dollars.

|Contractual Obligations      | Total | 2004     | 2005 | 2006    | 2007 | Thereafter
|---------------------------- | ----- | -------- | ---- | ------- | ---- | ----------
|Office Lease                 |       | $  1,865 |      | $   219 |      | $   228   
|Oxygen purchase              |       | 2,580    |      | 780     |      | 780       
|Deferred retirement benefits |       | 84       |      | 84      |     
|Site reclamation and closure |       | 9,447    |      | 1,453   |      | 722       
|Total                        |       | $12,570  |      | $2,528  |      | $3,120    

For additional information related to
the Companys obligations and commitments see note 16 in the Companys audited
consolidated financial statements (Document 2).

# AMEX CORPORATE
GOVERNANCE

The Companys common shares are
listed on The American Stock Exchange (AMEX). Section 110 of the AMEX company
guide permits AMEX to consider the laws, customs and practices of foreign issuers in
relaxing certain AMEX listing criteria, and to grant exemptions from AMEX listing
criteria based on these considerations. A company seeking relief under these provisions
is required to provide written certification from independent local counsel that the
non-complying practice is not prohibited by home country law. A description of the
significant ways in which the Companys governance practices differ from those
followed by domestic companies pursuant to AMEX standards is as follows:

| | Shareholder
Meeting Quorum Requirement: The AMEX minimum quorum requirement for a shareholder
meeting is one-third of the outstanding shares of common stock. In addition, a company
listed on AMEX is required to state its quorum requirement in its bylaws. The Companys
quorum requirement is set forth in its Memorandum and Articles. A quorum for a meeting of
members of the Company is two persons present and being, or representing by proxy,
members holding not less than 5% of the issued shares entitled to be voted at such
meeting.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Proxy
Delivery Requirement: AMEX requires the solicitation of proxies and delivery of proxy
statements for all shareholder meetings, and requires that these proxies shall be
solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is
a foreign private issuer as defined in Rule 3b-4 under the 1934 Act, and the
equity securities of the Company are accordingly exempt from the proxy rules set forth in
Sections 14(a), 14(b), 14(c) and 14(f) of the
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | Securities
Exchange Act of 1934, as amended. The Company solicits proxies in accordance with
applicable rules and regulations in Canada.
| | ----------------------------------------------------------------------------------------------------------------------------------------

The foregoing are consistent with the
laws, customs and practices in Canada and the requirements of the Toronto Stock Exchange.

# UNDERTAKING AND
CONSENT TO SERVICE OF PROCESS

# Undertaking

The Registrant undertakes to make
available, in person or by telephone, representatives to respond to inquiries made by the
Securities and Exchange Commission (SEC) staff, and to furnish promptly, when
requested to do so by the SEC staff, information relating to: the securities registered
pursuant to Form 40-F; the securities in relation to which the obligation to file an
annual report on Form 40-F arises; or transactions in said securities.

# Consent to Service of
Process

The Company filed an Appointment of
Agent for Service of Process and Undertaking on Form F-X signed by the Company and its
agent for service of process on May 20, 2003 with respect to the class of securities in
relation to which the obligation to file this annual report arises, which Form F-X is
incorporated herein by reference.

---

# DOCUMENTS FILED AS
PART OF THIS REPORT

|1. | Annual Information Form of the Registrant for the year ended
December 31, 2003
|-- | ------------------------------------------------------------------------------

|2. | The following audited consolidated financial statements of the
Registrant, are                exhibits to and form a part of this Annual Report:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------

| | Auditors'
Report on Consolidated Financial Statements
| | -----------------------------------------------------

| | Consolidated
Balance Sheets as of December 31, 2003 and 2002;
| | -------------------------------------------------------------

| | Consolidated
Statements of Operations and Deficit for the years ended December 31, 2003 and
                         2002;
| | --------------------------------------------------------------------------------------------------------------------------

| | Consolidated
Statements of Cash Flows for the years ended December 31, 2003 and 2002;
| | -------------------------------------------------------------------------------------

| | Notes
to Consolidated Financial Statements.
| | -------------------------------------------

|3. | Supplementary Information Reconciliation with United States Generally Accepted Accounting Principles,
including Auditors' Report thereon
|-- | ----------------------------------------------------------------------------------------------------------------------------------------

|4. | Management Discussion and Analysis of Financial Conditions and Results of
           Operations
|-- | -----------------------------------------------------------------------------------------------

# EXHIBITS

|99.1 | Code of Conduct for Chief Executive Officer and Senior Accounting Officers
|---- | --------------------------------------------------------------------------

|99.2 | Audit and Risk Management Committee Charter
|---- | -------------------------------------------

|99.3 | Certifications by the Chief Executive Officer of the Company pursuant to
Rule 13a-14(a) of the Exchange Act, as adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.4 | Certifications by the Chief Financial Officer of the Company pursuant to
Rule 13a-14(a) of the Exchange Act, as adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.5 | Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to                  Section 906 of the Sarbanes-Oxley Act of 2002
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.6 | Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to                  Section 906 of the Sarbanes-Oxley Act of 2002
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.7 | Consent of KPMG LLP
|---- | -------------------

|99.8 | Consent of George Friesen, P.Eng., Chief Engineer, Giant Mine
|---- | -------------------------------------------------------------

|99.10 | Consent of John Wakeford, P.Geo, Vice President Exploration of the Corporation
|----- | ------------------------------------------------------------------------------

---

|99.12 | Consent of SRK
|----- | --------------

|99.13 | Consent of Watts Griffiths and McQuat
|----- | -------------------------------------

|99.14 | Consent of Stephen Juras
|----- | ------------------------

|99.15 | Consent of George Wahl
|----- | ----------------------

# Signatures

| | Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets all of the
requirements for filing on Form 40-F and has duly caused this annual report to be signed
on its behalf by the undersigned, thereto duly authorized.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Registrant

# MIRAMAR MINING
CORPORATION

By  /s/ David Long
      David Long, Corporate Secretary

Date:  May 19, 2004

---

# 1.  ANNUAL INFORMATION
FORM OF MIRAMAR MINING CORPORATION

---

`MIRAMAR MINING CORPORATION
                        Suite 300 - 889 Harbourside Drive
                        North Vancouver, British Columbia
                                 Canada V7P 3S1
                     Website Address: www.miramarmining.com



                             ANNUAL INFORMATION FORM
                                      "AIF"

                      FOR THE YEAR ENDED DECEMBER 31, 2003

                                  May 18, 2004
















                                       1.





                                TABLE OF CONTENTS
Description                                                                 Page

      Corporate Structure......................................................7
      General Development of the Business......................................8
      The Con Mine.............................................................8
      The Giant Mine..........................................................10
      The Hope Bay Project....................................................14
      Equity Investments......................................................28
      Selected Consolidated Financial Information.............................29
      Directors and Officers..................................................30
      Additional Information..................................................31
      Supplementary Information...............................................32

Preliminary Notes

Incorporation of MD&A

Incorporated  by  reference  in  this  AIF are  the  Corporation's  consolidated
financial statements and management's discussion and analysis ("MD&A") which are
included in the  Corporation's  2003  Annual  Report at pages 14 to 31 and which
have been filed with Canadian securities regulatory  authorities.  All financial
information  in this AIF is  prepared  in  accordance  with  Canadian  generally
accepted accounting principles ("GAAP").

Date of Information

All information in this AIF is as of May 18, 2004 unless otherwise indicated.

Forward Looking Statements

Certain  statements in this AIF and in the  information  incorporated  herein by
reference  constitute  "forward  looking  statements"  within the meaning of the
United States Private  Securities  Litigation  Reform Act of 1995.  Such forward
looking  statements  include  estimates of future gold  production  for specific
operations,  estimated  future  production  costs,  exploration  and development
expenditures and other expenses for specific operations and statements as to the
projected  development of certain ore deposits,  including  estimates of capital
costs,  expected production  commencement dates and anticipated rates of return.
Such forward looking  statements are subject to risks,  uncertainties  and other
factors  which  could  cause  actual  results to differ  materially  from future
results  expressed  or  implied by such  forward  looking  statements.  Specific
reference is made to "Risk  Factors" and the MD&A  incorporated  by reference in
this AIF for a  discussion  of the  source  of the  factors  underlying  forward
looking statements.

Resource and Reserve Estimates

All  resource and reserve  estimates  contained  in this AIF are  calculated  in
accordance with National Instrument 43-101,  Standards of Disclosure for Mineral
Projects  ("NI  43-101") and the Canadian  Institute of Mining,  Metallurgy  and
Petroleum,  as the CIM Standards on Mineral  Resources and Reserves  Definitions
and Guidelines adopted by CIM Council on August 20, 2000. These standards differ
from the requirements of the United States  Securities and Exchange  Commission.
Accordingly,  resource and reserve information in this AIF may not be comparable
to similar information reported by United States companies.

The terms  "Resource(s)"  does not equate to "reserves"  and normally may not be
included in documents filed with the Securities and Exchange Commission.


                                       2.





Currency and Exchange Rates

All  dollar  amounts  in this  AIF are  expressed  in  Canadian  dollars  unless
otherwise  indicated.  The revenue of the Corporation is derived  primarily from
the sale of  gold,  which  is  denominated  in U.S.  dollars.  The noon  rate of
exchange on May 17, 2004 as reported by the Bank of Canada for the conversion of
Canadian  dollars into U.S.  dollars was CDN$1.3912 = U.S.  $1.00;  (Cdn.$1.00 =
US$0.7188).  The  following  table sets forth (i) the rate of  exchange  for the
Canadian dollar,  expressed in U.S. dollars, in effect at the end of the periods
indicated,  (ii) the average exchange rates on the last day of each month during
such  periods,  and (iii) the high and low exchange  rates during such  periods,
each based on the noon rate of  exchange  as  reported by the Bank of Canada for
conversion of Canadian dollars into U.S. dollars.

                             Year ended December 31
------------------------------------------------------------------
                                 2003         2002         2001
-------------------------------- ----------------------------------
Rate at end of period            $0.7713      $0.6339      $0.6278
-------------------------------- ----------------------------------
Average rate for last day        $0.7749      $0.6374      $0.6458
-------------------------------- ----------------------------------
High for period                  $0.7710      $0.6618      $0.6711
-------------------------------- ----------------------------------
Low for period                   $0.7789      $0.6199      $0.6230
-------------------------------- ----------------------------------

Metric Equivalents

The following table sets forth the factors for converting imperial  measurements
into metric equivalents:

------------------------------------------------------------------
To convert from Imperial       To Metric             Multiply by:
------------------------------------------------------------------
Acres                          Hectares              0.404686
------------------------------------------------------------------
Feet                           Meters                0.304800
------------------------------------------------------------------
Miles                          Kilometres            1.609344
------------------------------------------------------------------
Tons                           Tonnes                0.907185
------------------------------------------------------------------
Ounces (troy)/Ton              Grams/Tonne           34.285700
------------------------------------------------------------------


                                       3.





Glossary of Terms

The following is a glossary of technical terms that appear in this AIF:

Au                                  Gold

Autoclave           A  high  pressure  and  temperature   vessel  for  oxidizing
                    refractory  ore. Ore or  concentrate  is fed into the strong
                    vessel  and  placed  under  high  pressure  and  temperature
                    conditions  with elevated oxygen levels to liberate the gold
                    or base metals.

Backfill            Waste  material used to fill and support the void created by
                    mining an ore body.

Cyanidation         The process of extracting gold or silver through dissolution
                    in a weak solution of sodium cyanide.

Corporation         Miramar Mining Corporation.


Decline             An underground passageway connecting one or more levels in a
                    mine or underground development, providing adequate traction
                    for  heavy,   self-propelled   equipment.  Such  underground
                    openings  are often  driven in a downward  spiral,  much the
                    same as a spiral staircase.

Diamond drill       A type of  rotary  drill in  which  the  cutting  is done by
                    abrasion rather than percussion. The cutting bit is set with
                    diamonds  and is  attached  to the end of long  hollow  rods
                    through which water is pumped to the cutting face. The drill
                    cuts a core of rock which is recovered  in long  cylindrical
                    sections, an inch or more in diameter.

Dilution            Waste  material not separated from ore mined which was below
                    the  calculated  economic  cut-off  grade  of  the  deposit.
                    Dilution  results in  increased  tonnage  mined and  reduced
                    overall grade of the ore.

Dip                 The  angle  which  a  geological   structure  forms  with  a
                    horizontal surface,  measured perpendicular to the strike of
                    the structure.

Dore                Unrefined gold and silver in bullion form.

Feasibility study   A comprehensive  study of a deposit in which all geological,
                    engineering,  operating, economic and other relevant factors
                    are considered in sufficient detail that it could reasonably
                    serve  as the  basis  for a final  decision  by a  financial
                    institution  to finance the  development  of the deposit for
                    mineral production.

Grade               The weight of precious metals in each tonne of ore.

g/t; g Au/t         Grams per metric tonne; grams of gold per metric tonne.


                                       4.





Indicated Mineral   An  'Indicated  Mineral  Resource' is that part of a Mineral
Resource            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.

Inferred Mineral    An  'Inferred  Mineral  Resource'  is that part of a Mineral
Resource            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.

Measured Mineral    A  'Measured  Mineral  Resource'  is that  part of a Mineral
Resource            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.

Metallurgy          The science of extracting metals from ores by mechanical and
                    chemical processes and preparing them for use.

Mill                A plant where ore is crushed and ground to expose  metals or
                    minerals  of economic  value,  which then  undergo  physical
                    and/or chemical  treatment to extract the valuable metals or
                    minerals.

Mineral reserve     A Mineral  Reserve is the  economically  mineable  part of a
                    Measured or Indicated  Mineral  Resource  demonstrated by at
                    least a Preliminary Feasibility Study.

Mineral resource    A concentration or occurrence of natural,  solid,  inorganic
                    or fossilized organic material in or on the Earth's crust in
                    such form and  quantity  and of such a grade or quality that
                    it has  reasonable  prospects for economic  extraction.  The
                    location,  quantity,  grade, geological  characteristics and
                    continuity  of a Mineral  Resource  are known,  estimated or
                    interpreted from specific geological evidence and knowledge.

Mineralization,     A mineralized  body which has been intersected by sufficient
mineralized         closely  spaced  drill  holes  and/or  sampling  to  support
material,           sufficient  tonnage and average grade of metal(s) to warrant
mineralized         further  exploration-development  work.  A deposit  does not
deposit, or         qualify as a  commercially  mineable  ore body until a final
deposit             and comprehensive economic, technical, and legal feasibility
                    study based upon the test results is concluded  and supports
                    Proven/Probable Mineral Reserves.


                                       5.





Net profits         A royalty  payment  made by a producer of metals  based on a
royalty             percentage of revenue from production, less deduction of the
                    costs of  production,  including  exploration,  capital  and
                    operating costs.

Net smelter return  A royalty  payment  made by a  producer  of metals  based on
royalty/NSR         gross metal production from the property,  less deduction of
royalty             certain   limited  costs   including   smelting,   refining,
                    transportation and insurance costs.

Ore                 A metal or mineral or a  combination  of these of sufficient
                    value as to quality and  quantity to enable it to be legally
                    mined at a profit.

Ounces/oz           Troy ounces.

Oz/ton              Troy ounces per short ton.

Preliminary         A  Study  that  includes  adequate  information  on  mining,
Feasibility Study   processing,  metallurgical,  economic,  and  other  relevant
                    factors that  demonstrate,  at the time of  reporting,  that
                    economic extraction can be justified.

Probably Mineral    A 'Probable  Mineral Reserve' is the  economically  mineable
Reserve             part of an Indicated,  and in some  circumstances 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 can be justified.

Proven Mineral      Mineral   Reserve  A  'Proven   Mineral   Reserve'   is  the
Reserve             economically  mineable part of a Measured  Mineral  Resource
                    demonstrated by at least a Preliminary Feasibility Study.

Refractory          Ore that  resists  the action of  chemical  reagents  in the
                    normal  treatment  processes and which may require  pressure
                    leaching or other  means to effect the full  recovery of the
                    valuable minerals.

Roasting            To heat a refractory ore to drive off volatile substances or
                    oxidize the ore.  The  oxidation  of the ore  liberates  the
                    gold.

Sulphide Ore        Ore containing a significant quantity of sulphide minerals.

Tailings            The material  that  remains  after all metals or minerals of
                    economic interest have been removed from ore during milling.

Ton                 Short ton (2,000 pounds).

Tonne               Metric tonne (1,000 kilograms/2204 pounds).


                                       6.





                               Corporate Structure

Miramar  Mining  Corporation  was  incorporated  with  the name  Miramar  Energy
Corporation under the Company Act (British  Columbia) by memorandum and articles
of  incorporation  dated January 11, 1983. The memorandum of the Corporation was
amended on July 17,  1989 to change  the  Corporation's  name to Miramar  Mining
Corporation,  on May 24, 1991 to increase the authorized capital from 20,000,000
to  100,000,000  shares  without par value and on August 4, 1994 to increase the
authorized  capital from  100,000,000  to  500,000,000  shares without par value
("Common Shares").

The  registered  office of the  Corporation  is at 2300 - 1055  Dunsmuir  Street
Vancouver,  British  Columbia,  V7X 1J1 and its  principal  executive  office is
located at 300 - 889 Harbourside  Drive,  North Vancouver,  British Columbia V7P
3S1.

     The following table sets forth the name of each material  subsidiary of the
Corporation,  the jurisdiction of its  incorporation  and the direct or indirect
percentage ownership by the Corporation in such subsidiary.

                                    JURISDICTION OF         PERCENTAGE OWNERSHIP
NAME OF SUBSIDIARY                  INCORPORATION
--------------------------------------------------------------------------------
Miramar Hope Bay Ltd.               Northwest Territories        100%
Miramar Con Mine Ltd.               Ontario                      100%
Miramar Giant Mine Ltd.             British Columbia             100%
Miramar Bathurst Resources Ltd.     Nunavut                      100%

Where the context requires,  the term "Corporation" includes the subsidiaries of
the Corporation.

                       General Development of the Business

The Corporation,  together with its  subsidiaries,  is engaged in the mining and
processing  of gold  ore and  the  exploration  for,  and  the  acquisition  and
development of, gold bearing mineral properties. Miramar's business is presently
focused in northern Canada in the Northwest Territories and Nunavut.

The Corporation,  through Miramar Hope Bay Ltd. ("MHBL"),  owns 100% of the Hope
Bay  Project,  a gold  exploration  project  located  in  Nunavut,  Canada.  The
Corporation  acquired a 50%  interest in the Hope Bay  Project in December  1999
from Hope Bay Gold  Corporation  Inc.  ("Hope Bay Gold").  In May 2002, Hope Bay
Gold became a wholly owned  subsidiary  of the  Corporation.  In December  2003,
ownership of the Hope Bay Project was consolidated into MHBL.

The  Corporation,  through  Miramar  Giant Mine Ltd.  ("Giant  Ltd."),  owns and
operates the Giant Mine,  acquired in December 1999 and located  adjacent to the
Con Mine. The Corporation acquired the Giant Mine in December 1999.

The Corporation, through Miramar Bathurst Resources Ltd. ("MBRL"), has an option
from Kinross Gold  Corporation  ("Kinross") to earn a 60% joint venture interest
in the Back River Project including George and Goose Lakes,  located in Nunavut,
Canada.  In order to earn the  interest,  MBRL  must (i) spend  $10  million  on
exploration  expenditures on the properties by August 31, 2005, and (ii) spend a
cumulative $25 million on exploration  expenditures  by August 31, 2006. If MRBL
has not  spent a  cumulative  $25  million  by August  31,  2006 but has spent a
cumulative  $15  million  by that  date,  MRBL may elect to extend the option by
spending a  cumulative  $28  million by August 31,  2008.  If MBRL earns its 60%


                                       7.





interest,  MBRL and Kinross will fund further work proportionally.  Kinross will
have the right to increase its interest to 50% after completion of a feasibility
study on any of the  properties  by paying to MRBL two  times  MRBL's  aggregate
exploration  costs which relate to the  additional  interest  being  acquired by
Kinross.

The Corporation owns 40.21% of Sherwood Mining  Corporation,  which owns mineral
rights in the  territory  of Nunavut,  Canada.  The  Corporation  has granted to
Sherwood an option to earn a 60%  interest  on the Chicago and Hecla  properties
located in Nunavut, Canada.

The Corporation,  through Miramar Con Mine Ltd. ("Con Ltd."), owns the Con Mine,
an  underground  gold mine  located  near  Yellowknife,  Northwest  Territories,
Canada.  The Con Mine recovered  62,166 ounces of gold in 2003 and 91,235 ounces
of gold in  2002.  Underground  mining  operations  at the Con  Mine  ceased  in
November 2003;  milling  operations  continue to process ore from Giant Mine and
metallurgical residues (arsenic waste) from the Con Mine.

The Con and Giant Mines produced and shipped approximately 84,269 ounces of gold
in 2003 and 115,134 ounces of gold in 2002.

                           Description of the Business

Con Mine

The Con Mine is owned by Con Ltd., a wholly owned subsidiary of the Corporation.
The Con Mine  operated  from 1938 (it was on care and  maintenance  from 1941 to
1945 and was closed  during  most of 1998 and part of 1999 as a result of strike
action by the hourly  workers) until November 2003 when mining  terminated.  The
Con Mine was operated from 1986 to present by Con Ltd. (or its predecessor Nerco
Con Mine, Ltd.). Con Ltd. was acquired by the Corporation in 1993.

On August 8, 2000, Con Ltd.  received a renewal of the water licence (the "Water
Licence")  for the Con Mine issued under the Northwest  Territories  Waters Act.
The Water Licence expires on July 29, 2006. As a condition of the Water Licence,
Con Ltd.  maintains a security deposit for the cost of future reclamation of the
Con Mine as required by the  Mackenzie  Valley Land and Water Board ("LW Board")
and in a form  acceptable  to the  Canadian  Department  of Indian  Affairs  and
Northern Development  ("DIAND").  The Water Licence required initial security in
2000 of $1.5 million and  increases to the security  deposit of $1.5 million per
year until a total of $9 million is on  deposit.  Con Ltd.  provided a letter of
credit for the first $1.5  million in 2000 and the  balance of the  requirements
have been satisfied through the transaction described below.

On April 4, 2003 Con Ltd.  sold the  Bluefish  Power Plant  ("Bluefish")  to the
Northwest  Territories  Power  Corporation  ("NTPC") for a purchase price of $10
million  payable on December 31, 2004 (the  "Bluefish  Proceeds").  The purchase
price is evidenced by a non-interest  bearing promissory note issued by the NTPC
(the  "Bluefish  Note") in the principal  amount of $10 million.  To satisfy the
security  requirements  under  the  Water  Licence,  on April  4,  2003 Con Ltd.
assigned the Bluefish Proceeds,  including the Bluefish Note to DIAND. DIAND may
elect to receive early payment of the Bluefish Proceeds at a discounted rate. On
April 4, 2003, Con Ltd. also entered into a Reclamation  Security Agreement with
DIAND in which Con Ltd.  agreed to establish by December 31, 2004 a  reclamation
security  trust (the "First Con Mine Trust") to hold the Bluefish  Proceeds.  On
receipt of the Bluefish  Proceeds,  DIAND will deposit the Bluefish  Proceeds to
the First Con Mine Trust. The First Con Mine Trust will be available to fund the
reclamation  of  the  Con  Mine  if Con  Ltd.  does  not  meet  its  reclamation
obligations with respect to environmental compliance, reclamation,  post-closure
control  measures,  monitoring and ongoing  maintenance and adaptive  management
programs  for  environmental  impacts in  connection  with the  operation of and


                                       8.





closure of operations at the Con Mine under the Northwest Territories Waters Act
and the Water Licence.

In connection with the Bluefish sale, the Corporation and Con Ltd.  granted to a
former  owner of the Con Mine an  indemnity  with respect to any cost related to
the potential environmental liabilities associated with the operation of the Con
Mine. In addition,  Con Ltd. agreed to establish a second  reclamation  security
trust (the "Second Con Mine Trust") to fund any reclamation of the Con Mine site
not funded by the First Con Mine Trust. Con Ltd. agreed to deposit to the Second
Con  Mine  Trust  the  remainder  of the  Bluefish  Proceeds  (if not all of the
Bluefish  Proceeds  are  deposited by DIAND to the First Con Mine Trust) and all
proceeds  of sale of the  assets of the Con Mine (net of Con  Ltd.'s  reasonable
costs of sale).

Currently  the Con Mine milling  facility  processes ore from the Giant Mine and
metallurgical residues from previous operations at the Con Mine. Giant Mine ores
are subjected to flotation to separate the  gold-bearing  sulphide  minerals for
treatment in an autoclave  located in the mill.  Concentrates  undergo  pressure
oxidation in the autoclave to facilitate dissolution of the gold in the presence
of weak cyanide solutions.  Gold in solution is separated from the spent ores by
means of filtration and is recovered from solution in a  Merrill-Crowe  facility
which uses zinc to precipitate the gold. The gold bearing precipitate is sent to
the  refinery  for final  processing  into dore.  The spent ores or tailings are
deposited in a tailings impoundment adjacent to the mill site.

An autoclave  facility was constructed and commenced  operation during late 1992
to  process  refractory  ores and  gold-bearing  arsenic  sludge  from  historic
roasting  operations.  These metallurgical  residues have been stored on site in
ponds and have average grades estimated  between 0.35 to 0.50 ounces of gold per
ton.  The  autoclave  facility  can  operate at a rate of 90 tons per day of ore
concentrate.  Operation  of  the  autoclave  to  process  the  arsenical  sludge
eliminates a potential  environmental liability at the site, rendering the toxic
chemical  arsenic  trioxide  as a stable and  environmentally  benign  chemical,
ferric arsenate.  The autoclave has been processing  arsenical  sludges from the
Con Mine property since March 2000.

The Con Mine  operated  until  November  2003.  The  following  table sets forth
certain information  relating to production from the Con Mine during the periods
indicated:

CON MINE                   2003      2002        2001         2000       1999
------------------------------------------------------------------------------
Tons milled                193,753   279,638     298,455      300,516    119,347
Grade (ounces per ton)     0.330     0.375       0.377        0.378      0.349

Production                 56,700    95,512      100,992      101,670    38,938
(recoverable ounces)
Recovery                   88.8%     91.0%       89.8%        89.5%      93.5%
ARSENIC WASTE
Tons processed             11,904    5,307       9,187        3,260      -
Grade (ounces per ton)     0.350     0.548       0.470        0.457      -
Production                 3,300     2,524       3,806        1,210      -
(recoverable ounces)
Recovery                   79.1%     86.8%       88.1%        81.1%      -


                                       9.





Environmental Matters

The Con Mine is subject to environmental  legislation  regulating water, air and
land.  The mine's  management  team is  responsible  for ensuring  environmental
compliance.  The mine has an environmental laboratory which maintains up-to-date
certification  to ensure  environmental  compliance  including health and safety
monitoring.  Mine  management  monitors  environmental  issues as they arise and
supervises steps to remedy any concerns.

Part of the Con Mine property has shown elevated  arsenic levels and,  according
to mine management,  a maximum of 30 hectares may need some form of remediation.
Ore from the Con Mine contains gold naturally  associated  with arsenic  bearing
minerals.  Until 1970 gold was extracted from  refractory ore, where the gold is
intimately associated with arsenic, and recovered through roasting the arsenical
sulphides.  While some of the elevated arsenic levels around the mine are likely
due to  mining  operations,  it is also  likely  that  the  naturally  occurring
background  arsenic  level  is  elevated  due to  the  arsenic  minerals  in the
extensive mineralized shear zones.  Remediation of arsenic contamination is part
of the long-term reclamation of the mine.

As required under the Water  Licence,  Con Ltd.  filed a draft  abandonment  and
restoration plan in 2001 and a revised  abandonment and restoration plan (the "A
&  R Plan")  with the LW Board in March  2003.  The LW Board  established  a
working  group with  representatives  from  Environment  Canada,  Department  of
Fisheries and Oceans, DIAND,  Resources,  Wildlife & Economic Development of
the  Government  of  the  Northwest  Territories,   Stanton  Territorial  Health
Authority,  Ministry of Municipal and Community  Affairs,  City of  Yellowknife,
Dene Nation, North Slave Metis Alliance,  Dogrib Treaty II Council and Northwest
Territories  Chamber of Mines and a schedule for reviewing  each of the sections
of the A&R Plan.  The LW Board held a public hearing in Yellowknife on April
27 and 28, 2004 to hear submissions from the public,  regulatory agencies, First
Nations and the three  levels of  government  on the A&R  Plan.  The working
group will be continuing its review and the corporation  anticipates that the LW
Board will approve sections of the A&R Plan in the near future.

In November  2003,  the City of  Yellowknife  made a referral  to the  Mackenzie
Valley  Environmental  Impact Review Board ("EIR Board") requesting that the EIR
Board  conduct an  environmental  assessment of the A&R Plan pursuant to the
Mackenzie Valley Resource  Management Act ("MVRMA").  The EIR Board decided that
it was not required to conduct an assessment  under the MVRMA.  The City made an
application  to the Supreme  Court of the Northwest  Territories  on January 21,
2004 for  judicial  review of the EIR  Board's  decision.  Con Ltd.  was granted
status as a respondent  in this  action.  The hearing is set for June 28 and 29,
2004.

The  autoclave  is used to  reprocess  arsenic  waste  left from  prior  roaster
operations at the Con Mine. These materials are readily recoverable from surface
storage  impoundments  and are  estimated  to contain  an average  grade of 0.47
oz/ton gold, of which more than 80% is recovered  during the pressure  oxidation
and  leach  processes.  Reprocessing  of these  materials  in  conjunction  with
sulphide  concentrates  from the flotation circuit will stabilize the arsenic in
an  environmentally  benign  form  of  ferric  arsenate,  effectively  providing
permanent  remediation of these materials.  Reprocessing  should be completed by
the end of 2004. Once all mining and processing activities are terminated at the
site, all other outstanding reclamation will be commenced as part of the current
closure plan,  with physical site  remediation  to be completed  over a three to
four year  period.  It has been  estimated  that  ongoing  water  treatment  and
monitoring  of the site by Con Ltd.  will  continue  for up to 20  years.  These
activities are projected to be minimal.


                                      10.





The goal of Con Mine Ltd.  is to be in full  compliance  with all  environmental
laws  applicable  in the  Northwest  Territories.  However,  this is not  always
possible and charges were laid against Con Ltd. under the Northwest  Territories
Waters Act with respect to alleged  non-compliance  events in 2001 and 2002. The
outcome of these  charges was that Con Ltd.  was fined  $10,000 and  contributed
$80,000 to a fund established by Environment Canada for non-compliance  with the
Water  Licence in  connection  with the  discharge of effluent  above  permitted
levels over a weekend in 2002 and failing to  immediately  pump out seepage pits
adjacent to a tailings dam.

Giant Mine

The  property on which the Giant Mine is situated  consists of 32 mining  leases
covering  3,050 acres and one surface lease  covering 2,243 acres located in the
City of Yellowknife (adjacent to the Con Mine). The mining leases are each valid
for a 21 year term, expire at various times and can be extended.

Giant Ltd.  acquired the Giant Mine,  including  its mineral  assets,  plant and
equipment,  from DIAND for nominal cash  consideration and a payment of $425,000
for parts and materials inventories.  The payment was placed into the Giant Mine
Reclamation  Security  Trust  ("RST"),  a trust  established to fund the cost of
environmental  reclamation  relating to the prior operation of the mine. The RST
will also receive  payments from a net proceeds  royalty on ores  processed from
the Giant Mine under certain circumstances. The agreement between Giant Ltd. and
DIAND provides that DIAND will indemnify the Corporation from all  environmental
liabilities  related to the operation of the Giant Mine prior to the acquisition
of the mine by Giant Ltd.

The  Giant  Mine  paid  property  taxes to the City of  Yellowknife  in 2000 and
2001.One  third of the assessed  taxes were used to purchase  certain lands from
Giant Ltd. that have no mining value and one-third was reimbursed by each of the
Government of the Northwest Territories and DIAND as an  exploration/development
grant for the Giant and Con Mines.

Giant Ltd.  started  mining at the Giant Mine in the first quarter of 2000.  The
combined  cash costs at the Con Mine and the Giant Mine were US$368 per ounce in
2003 and US$246 per ounce in 2002.  All ore was  processed at the Con Mine mill.
The following table sets forth certain  information  relating to production from
the Giant Mine during the periods indicated:


    ----------------------------------------------------------------
            GIANT MINE                  2003               2002
    ----------------------------------------------------------------
            Tons Milled                73,508             71,536
    ----------------------------------------------------------------
      Grade (ounces per ton)            0.353             0.379
    ----------------------------------------------------------------
      Production (recoverable          22,103             23,899
              ounces)
    ----------------------------------------------------------------
             Recovery                   85.3%             88.1%
    ----------------------------------------------------------------

The agreement  between Giant Ltd. and DIAND provided that Giant Ltd. could elect
to transfer the mine back to DIAND after operating the mine for two years. Giant
Ltd.  notified DIAND that it would return the Giant Mine effective  December 14,
2001;  however,  an  agreement  was  reached  with  DIAND to amend the  existing
agreement  to  continue  Giant  Ltd.'s  operation  of the mine.  Pursuant to the
amended agreement,  DIAND currently funds  environmental  compliance and holding
costs at the Giant Mine, estimated at $300,000 per month, beginning December 15,
2001 throughout the period of extended  operations.  These costs were previously
borne by Giant Ltd. The indemnity against environmental liability was unaffected
by the amendment to the original agreement.


                                      11.





Background

The Giant Mine is located approximately three miles north of Yellowknife and has
been in production since 1948. The Ingraham Trail, a paved  all-weather  highway
from Yellowknife, passes through the centre of the property. Mining is conducted
underground  and ores shipped to the Con Mine mill for  processing.  Since 1948,
the Giant Mine has  produced in excess of 7.1 million  ounces of gold.  In 1996,
the previous owner completed  rehabilitation of the infrastructure that accesses
the Supercrest ore body described below.

History

During the first 25 years of mine life,  gold  production  averaged in excess of
150,000 ounces per year and the mill head grade was in excess of 20.6 g/t Au. At
the end of this period, most of the major ore blocks had been mined out from the
underground.  Mining of remnant and lower grade blocks began and resulted in the
head  grade  dropping  below  10.3 g/t Au.  In  1974,  mining  of the open  pits
commenced  and had a negative  affect on the head  grade.  By the late 1980s the
pits were exhausted and mining again was primarily focused underground.

Most of the main ore stopes  underground that had been mined by conventional cut
and fill were  exhausted  by the end of the  1970s.  The mine  entered a remnant
recovery  phase that has continued to the present.  This recovery phase involves
mining  smaller  satellite  ore  lenses  around  the old  mined out cut and fill
stopes.

In November 1990,  Royal Oak Resources  Limited  acquired  control of the Pamour
group of companies which owned the Giant Mine properties and amalgamated all the
properties into one company, Royal Oak Mines Incorporated, ("Royal Oak") in July
1991.  Royal Oak went into  receivership in 1999 and in the same year Giant Ltd.
acquired the Giant Mine from DIAND.

Mining facilities

The Giant Mine operates as an underground mine with access provided by two large
service  raises,  five  declines  and  the "C"  shaft,  which  is the  principal
operating  opening for hoisting and extends to a depth of 2,124 feet.  Mining is
by conventional  underground mining techniques such as cut and fill. The mine is
mechanized with jumbo drills and 3-1/2 yard scoop trams.  The mine operates on a
five day a week  schedule.  The power  source  for the Giant  Mine is  Northwest
Territories  Power Corp. The main  infrastructure  of the Giant Mine has been in
place since 1946.

Prior to the  acquisition of the Giant Mine by Giant Ltd., the ore produced from
the mine was  processed at the mill  located on the property  using a roaster to
oxidize  refractory  ores.  Giant Ltd.  does not operate the roaster and all ore
produced at the Giant Mine is processed at the Con Mine mill.

Geology

The Giant  Mine is in the  Yellowknife  Greenstone  belt,  a package  of Archean
volcanic rocks similar to those related to the Con Mine.  Deposits are hosted in
shear  zones  within the  greenstones.  Individual  deposits  are veins,  quartz
lenses,   or  silicified  areas  within  the  shear.  Gold  is  associated  with
fine-grained arsenopyrite.

The Giant Mine ore bodies are bounded to the south by the West Bay Fault, to the
north by the Akaitcho Fault,  and to the east by the angular  unconformity  with
the sediments  along the  Yellowknife  Bay  shoreline.  The general trend of the
Giant ore body is north-south in the A shaft area between the West Bay Fault and


                                      12.





the Townsite Fault, and is  approximately  N30E north of the Townsite Fault. The
dip of the  alteration  zone is generally  to the east,  but the angle is highly
variable.  The  alteration  zone that hosts the Giant Mine ore bodies  continues
north to the Akaitcho Fault on this trend.  The alteration zone is characterized
by chloritic  and/or  sericitic  alteration of the country rocks. The alteration
zones may appear massive, or weakly to strongly foliated.

Where the zones are strongly foliated, they have been referred to in the past as
shear  zones.  The major ore bodies  have  generally  been  located in  sericite
schist, but the intensity of alteration and schistosity varies widely. Large ore
lenses have been found in weakly to  moderately  foliated,  chlorite-to-chlorite
sericite  altered zones.  The  alteration  zones (and the ore zones within) have
been complexly folded. The foliation or schistosity  (shearing)  observed in the
mine is related to the D2 deformation.  Mineralization  in the south and central
portions  of the mine is  generally  recognizable  as  quartz-carbonate-sericite
schist  with  disseminated  sulphide  mineralization,  bounded  by  sericite  to
chlorite  schist.  In the northern  portion of the mine,  gold is located within
generally  narrow,  shallow dipping zones chlorite to sericite  altered zones in
relatively  narrow (1 to 5 m wide)  composite  quartz  carbonate  veins that are
often folded or boudined.  An unfoliated intense sericite  alteration zone hosts
sections of the Supercrest ore zone between the 750 Level and the 1100 Level.

Employees

The mine currently operates with an employee base of approximately 77 employees,
of whom 59 are members of the Canadian Auto Workers Union.  The union  employees
are subject to the terms of a new collective bargaining agreement which provides
for wage  increases  of 8%, 4% and 3% plus other  benefits  over the three years
including six months notice of a shutdown, until the contract expires in 2005.

Mineral Reserves

The  following  table  sets forth the  estimated  proven  and  probable  mineral
reserves  for the  Supercrest  and the 3rd Level  areas at the Giant  Mine as at
December 31, 2003 and  December  31,  2002.  The 3rd level area was added to the
reserves in 2003,  following  development  of a detailed  mine plan and economic
analysis for the area. The estimates include  allowances for dilution and mining
losses, but not for losses in processing.  The estimates were prepared by George
Friesen,  P. Eng.  Chief  Engineer of the Giant Mine who is a  qualified  person
within the meaning of NI 43-101.

December 31, 2003              Tons           Gold Grade             Gold
                                              (oz/ton)               (ounces)
Proven Mineral Reserves         21,774        0.398                   8,671
Probable Mineral Reserves      128,281        0.340                  34,672
Total                          150,055        0.349                  52,343

December 31, 2002
Proven Mineral Reserves         22,139        0.386                   8,536
Probable Mineral Reserves       79,772        0.318                  25,363
Total                          101,911        0.333                  33,899

1.   Proven and probable mineral reserves were determined by the use of mapping,
     drilling,  sampling,  assaying and evaluation  methods generally applied in
     the mining  industry.  Proven and probable mineral reserves were calculated
     using different  cut-off grades  depending on the deposit's  properties and
     based on the mine plan for the deposit.


                                      13.





2.   Mineral  Reserves as at December  31, 2003 and  December 31, 2002 have been
     estimated   assuming   a  gold  price  of  US$388  and  US$308  per  ounce,
     respectively,  and have been  restricted to material  which can be accessed
     without significant development expense. The increase in reserves from 2002
     to 2003 was  largely  the result of using a higher  gold price to  estimate
     reserves.

3.   The proven and probable  mineral  reserves  figures are  estimates,  and no
     assurance can be given that the  indicated  levels of recovery of gold will
     be  realized.  Ounces  of  contained  gold are prior to any  losses  during
     metallurgical  treatment.  Mineral reserve  estimates may require  revision
     based on actual production  experience.  Market price fluctuations of gold,
     as well as increased  production  costs or reduced  recovery  rates,  could
     render proven and probable  mineral  reserves  containing  relatively lower
     grades of  mineralization  uneconomical  to exploit  and might  result in a
     reduction of mineral reserves.

In addition to proven and probable  reserves,  Giant Mine has measured resources
of approximately  75,000 tons grading 0.27 oz/ton for 20,000 ounces of contained
gold and indicated  resources of approximately  264,000 tons grading  0.19oz/ton
for 51,000 ounces of contained gold;  however the Corporation does not currently
expect to recover these ounces or convert them to reserves.

Environmental Matters

Prior to Giant Ltd.'s  acquisition  of the Giant Mine, ore was processed on site
using a roaster  to  oxidize  refractory  material  prior to  cyanidation.  This
process generated arsenic bearing waste which is stored underground in specially
excavated chambers. This material presents a potential hazard to the environment
and a substantial  cost to clean up. The agreement  pursuant to which Giant Ltd.
acquired  the Giant Mine from DIAND  provides  that  DIAND  will  indemnify  the
Corporation from any environmental  liabilities arising from previous operations
at the mine. In exchange for this indemnification, Giant Ltd. has agreed to work
closely  with the Federal  and  Territorial  governments  to develop a long term
reclamation strategy for the Giant Mine.

The goal of Giant Mine Ltd. is to be in full compliance  with all  environmental
laws applicable in the Northwest Territories.

Government Regulations

Federal and Territorial  statutes,  ordinances and regulations govern operations
at the Giant Mine.  Included under Northwest  Territorial  jurisdiction  are the
Apprentices   and  Tradesmen   Regulations,   the  Boiler  and  Pressure  Vessel
Regulations, Business License Fire Regulations,  Explosive Use Regulations, Fire
Prevention Act, Labour Standards  Ordinance,  the Northwest  Territories  Mining
Safety  Act,  Workers  Compensation  Act,  Public  Health  Ordinance,  Emergency
Measures Act and Environmental Protection Ordinance.  Under Federal jurisdiction
are, the Fisheries  Act,  Northwest  Territories  Waters Act,  Mackenzie  Valley
Resource  Management Act,  Canadian  Environmental  Protection Act,  Territorial
Lands Act,  Transportation of Dangerous Goods Act and Canada Mining Regulations.
Failure to comply with these statutes,  ordinances and regulations may result in
cease work orders and/or fines.

Hope Bay Project

On December 17, 1999 MHBL acquired from Hope Bay Gold  Corporation  Inc.  ("Hope
Bay Gold") for US$13,346,100 a 50% interest in a group of concession  agreements
(the "NTI  Concessions") and Federal mineral claims and mining leases located in
Nunavut and known as the Hope Bay Project.  The NTI  Concessions  are granted by
Nunavut Tunnagavik  Incorporated,  the corporation representing the Inuit people


                                      14.





of Nunavut,  which owns  subsurface  mineral rights in Nunavut.  The acquisition
occurred  concurrently with Hope Bay Gold's  acquisition of 100% of the Hope Bay
Project from BHP Diamonds Inc. for US$18,492,340.

In  2000,  the  Corporation  and  Hope Bay  Gold  entered  into a joint  venture
agreement  (the "Hope Bay JVA") to govern all work on the Hope Bay Project.  The
Hope Bay JVA created the Hope Bay Joint  Venture  which  provided  that MHBL and
Hope Bay Gold would fund  exploration work in differing  proportions  until each
participant  had  incurred  the same  aggregate  amount  of  purchase  price and
exploration  costs,  after which each  participant  would fund  exploration work
equally.

In 2002,  the  Corporation  and Hope Bay Gold  completed a business  combination
pursuant  to which  Hope  Bay Gold  became  a  wholly  owned  subsidiary  of the
Corporation.  The Corporation  issued to the shareholders of Hope Bay Gold 0.263
of a Common  Share  for each  Hope Bay Gold  common  share  held.  In total  the
Corporation  issued  approximately  39.5 million  Common shares to Hope Bay Gold
shareholders  which  represented  approximately  38% of the 102.7 million Common
Shares then  outstanding.  Total  consideration  for the acquisition,  including
share  consideration  and  acquisition  costs was $51.7  million.  In 2003,  the
ownership of all of the Hope Bay properties was consolidated into MHBL.

Location and Access

The Hope Bay  Project is located in  Nunavut,  65km east of  Bathurst  Inlet and
685km northeast of Yellowknife.  The centre of the area lies approximately 160km
above the Arctic Circle at latitude 670 30' N and longitude  1070 W. The nearest
communities  are  Umingmaktok,  located  65km to the west on the  east  coast of
Bathurst  Inlet,  and Cambridge  Bay located 170  kilometres to the northeast on
southern Victoria Island. The area is approximately 380km northeast of the Ekati
diamond mine and has  tidewater  access.  Personnel,  supplies and equipment are
flown into the site,  generally from Yellowknife using aircraft.  In the winter,
air  strips  on the ice are able to  accommodate  wheeled  aircraft  as large as
Hercules to bring in equipment and supplies.  A permanent airstrip that can take
Twin Otter sized aircraft has been built at the Boston  deposit.  Except for the
Boston strip,  float equipped  aircraft must be used in the summer  months.  The
Hope  Bay  Project  area is also  accessible  by  barge  or ship to Hope Bay and
Roberts Bay on the Arctic Ocean from mid-July to the end of September.

The Hope Bay  Project  has two  camps,  the Boston  camp at Spyder  Lake for the
Boston  deposit and the Windy Lake camp for the Doris and Madrid  deposits.  The
Windy Lake camp is about 10km from Hope Bay on the Arctic Ocean.

Title

The Hope Bay project area  comprises 64 mineral  claims,  9 mining  leases and 7
Inuit Owned Lands  Exploration  Agreements.  The Hope Bay property  comprises an
area of 1,078km2 and forms one continuous block that is approximately  80km long
north to south by between 7 and 20km wide east to west.

Exploration History

Exploration for gold and base metal deposits in the Hope Bay Greenstone Belt was
started  in 1965 by  Roberts  Mining  Company.  During  the late 1970s and early
1980s,  Noranda Exploration  Company explored the area for volcanogenic  massive
sulphide ("VMS") deposits.  In 1988, Abermin  Corporation  explored the area and
detected gold mineralization, which later became the Boston deposit.


                                      15.





In 1991, BHP Minerals Canada Ltd. ("BHP") assembled a contiguous block of claims
covering  approximately 1,016km2 and carried out systematic exploration airborne
and ground geophysical surveys,  geological mapping and prospecting,  overburden
drilling  and over  177,000 m of diamond  drilling.  BHP's work  resulted in the
discovery  of the  Boston,  Doris and  Madrid  deposits.  BHP also  carried  out
underground  exploration  and bulk  sampling  of the Boston  deposit in 1996 and
1997. From 1991 to 1998, BHP spent  approximately $73.5 million in exploring the
entire Hope Bay Greenstone  Belt. From 2000 to December 31, 2003 an aggregate of
$67.5  million  has  been  spent on  exploration  and  supplies  at the Hope Bay
Project.

Geology and Mineralization

Hope Bay is a typical Archean  greenstone  belt  comparable to the  Yellowknife,
Kirkland Lake and other such belts. The belt is comprised of mafic meta-volcanic
(mainly  meta-basalts)  and  meta-sedimentary  rocks  that are bound by  Archean
granite  intrusives and gneisses.  The  greenstone  package has been affected by
multiple  deformation  events and is  transected by major  north-south  trending
shear  zones that appear to exert a  significant  control on the  occurrence  of
mineralization,  particularly  where major  flexures are apparent and coincident
with antiforms.  Similar features are the locus for major gold deposits in other
Archean greenstone gold camps (e.g. Kirkland Lake).

Three gold  deposits  have been defined on the belt to date,  which are known as
Boston, Doris and Madrid.

Boston Deposit

Gold  mineralization  at the Boston  deposit  is  present in zones of  extensive
hydrothermal  alteration within a large iron-rich  carbonate altered shear zone.
Gold occurs within and around structurally  controlled  quartz-carbonate  veins.
Gold is associated with sulphide mineralization as clusters of pyrite within the
vein, as well as in the wall rocks.

Two major  horizons of gold  mineralization  have been  identified at the Boston
deposit,  the B-2 and B-3 zones.  Each zone extends to over 1km in length and is
composed of numerous,  narrow  quartz-carbonate  veins commonly with pyrite. The
veins are 5cm to 3m in width and at variable  lengths,  within a 1 m to 40m wide
mineralized  zone. Gold occurs in the quartz veins as well as in the surrounding
sheared and altered  volcanic rocks.  The B-2 Zone has been drill tested down to
approximately  1,000m  below the surface and contains  approximately  75% of the
total  resources  at  Boston.  It is  characterized  by a  series  of  parallel,
en-echelon  quartz-carbonate  veins  along  the  contact  between  basaltic  and
sedimentary rocks.

Much past exploration has been concentrated  along the 1km stretch of the Boston
deposit area which contains the currently known  resources.  Surface drilling in
2001  extended  the  high-grade  mineralization  over 225m  south of the  Boston
decline. Mineralization remains open along strike to the south and at depth.

Doris Deposit

The Doris deposit is typical of the "Archean lode" deposit style. It consists of
a series of steeply dipping,  quartz veins which extend over a 4km strike length
in folded and metamorphosed  pillow basalts.  The Doris veins are situated at an
inferred inflexion of a subsidiary shear to the regional Hope Bay break.

The Central and  Lakeshore  veins at Doris North are the most  important  of the
veins, and represent the limbs of a shallow northerly  plunging  anticline.  The
Lakeshore vein is the most  continuous and robust  structure in the Doris system
and is in excess of 2,200m  long,  and varies in  thickness  from 2 to 20m.  The
Central vein is less extensive and narrower but locally very high grade.


                                      16.





These two veins  occur at the contact  between the high iron and high  magnesium
tholeiites,  within a narrow envelope of intense  dolomite-sericite  alteration.
Although  they appear as separate  veins along most of their strike  length,  at
their  northern end, they are one  continuous  vein,  folded around an anticline
with high magnesium tholeiites at its core. The Doris Hinge mineralization which
contain most of the Doris North  resources  are very high grade.  The  strongest
gold grades  occur  within the  Central  vein and Hinge zone at the crest of the
anticline.  Detailed in fill drilling in 2002  confirmed the  continuity of high
grade mineralization along a 300m strike extent of the Hinge zone. A feasibility
study was completed on the Hinge zone in January 2003.

Doris  Central lies 1.2km to the south of the Doris Hinge,  in an area where the
Lakeshore vein intersects with the Stringer zone and this intersection defines a
vertically  plunging  shoot.  The  Stringer  zone is a zone of  quartz  stringer
mineralization  within  a  dolomite  alteration  halo.  It  occurs  in the  same
alteration  envelope that hosts a quartz vein, the C2 vein,  along strike to the
north.  At Doris  Central,  the Lakeshore  vein is similar in its  appearance to
Doris North.  In the area of  intersection  of the Stringer  zone and  Lakeshore
vein, mineralized widths reach up to 30m.

The veins appear to lie at the contact  between the high iron and high magnesium
tholeiites, within a narrow envelope of intense dolomite-sericite alteration. At
the north end, the veins are folded to create a high-grade anticlinal hinge zone
lying close to surface (Doris North), with high magnesium tholeiites at the core
of the  anticline.  The strongest  gold grades occur within the Central vein and
Hinge  zone at the crest of the  anticline.  Detailed  infill  drilling  in 2002
confirmed the continuity of high grade mineralization along a 300m strike extent
of the Hinge.

The Doris  Connector  zone lies between  Doris North and Doris Central and spans
approximately  500m in strike  extent.  The 2001  drill  results  confirmed  the
presence of a shallow, sub-horizontal high grade shoot within the C2 vein in the
Connector area that runs parallel to and approximately 30m east of the Lakeshore
vein.  Mineralization at Doris Connector appears to be localized in the vicinity
of the  intersection of the C2 vein with a steep westerly dipping shear zone, as
well as in proximity to a sub-  horizontal,  post  veining,  altered mafic dyke.
Alteration is defined by  carbonate,  paragonite,  pyrite and sericite.  Gold is
found  primarily at contacts  between  quartz vein and wall rock contacts and is
associated with dark-coloured troumaline-pyrite septa or ribbons.

MHBL  proposes  to develop  the Doris  North  deposit as  described  below.  The
majority of the  mineralization  in the Doris Central and Doris  Connector zones
lies  within 100  meters of the  bottom of Doris Lake and cannot be mined  under
current  mining  regulations  without a  specific  authorization  from the Mines
Inspection Branch.

Madrid Deposit

A series of four separate  mineralized zones (Naartok,  Perrin, Rand, and Suluk)
occur at Madrid, a 2km by 1.5km area at the north-eastern part of Patch Lake. It
is comprised  largely of  mineralization  associated  with  interbedded  basalt,
komatiitic  volcanic  flows,  gabbros  and  black  argillites.  In  early  2001,
discoveries  to the west  (Naartok)  and  southeast  (Suluk) of Madrid  returned
significantly  higher grade  mineralization  and led to the realization that the
Deformation  Zone, which transects the Madrid-Patch Lake area, is the locus of a
significant  mineralized  trend that  includes  Naartok and Suluk as well as the
previously  drilled lower grade  mineralization.  Exploration has since extended
the  trace  of the  Deformation  Zone to  approximately  11km,  with  additional
mineralized   occurrences   identified  along  this  trend,  including  the  new
discoveries of mineralization in the South Suluk, Marianas and Rand Spur areas.

The Deformation Zone contains highly deformed quartz-dolomite-sericite schist or
breccia and possible feldspar porphyry. It is highly altered and brecciated, and
defines a steeply  dipping,  high  strain  zone over at least 20km from south of


                                      17.





Patch Lake until it reaches the Madrid Valley, where it abruptly bends nearly 90
degrees  westward  and follows  the north side of the  valley.  Each of the gold
deposits and occurrences in the Madrid area has its own unique  characteristics,
varying  from  vein  or  shear-hosted  to  stock  work  or  breccia-hosted  gold
mineralization.  Most of the  deposits  are at or near the  hanging  wall of the
Deformation  Zone or one of several parallel  structures of splays.  Most of the
deposits,  except South Patch,  consist of high grade cores  surrounded by large
halos  of  lower  grade  mineralization.  The  current  exploration  program  is
targeting the discovery and delineation of additional high grade  mineralization
along the Deformation Zone and related  structures,  while also allowing MHBL to
evaluate the  potential of the rocks along the Madrid trend to host large scale,
lower grade deposits.

     Naartok Zone

The  Naartok  zone lies on the western  edge of the Madrid area in a  previously
unrecognized  zone of gold  mineralization.  This zone is located in the hanging
wall of the  Deformation  Zone and  characterized  by a broad zone of >1g/t gold
assays.  Recent  modeling has resulted in the  definition of three north dipping
mineralized  lenses  within  this broad  halo;  a thicker  one in the  immediate
hanging  wall of the  Deformation  Zone and two smaller  ones  farther  into the
hanging wall and to the west.

Mineralization  at Naartok occurs in a zone of multi-phase  brecciation,  quartz
stock working and  silicification  on the hanging wall of the Deformation  Zone.
Better  mineralization  appears to be localized in an area where the Deformation
Zone  is  flexed,  providing  a  possible  dilation  zone  for  the  passage  of
mineralizing  fluids.  Drilling to date has defined a steeply  plunging  zone of
more intense  silicification  and higher-grade gold values (15-25 g/t) extending
75-150m along strike,  plunging 200+m and averaging 5-25m thick within a broader
halo of lower grade alteration and mineralization.  Drilling in 2004 has further
extended this mineralized trend.

     Suluk Zone

Drilling has tested an area  approximately  600m  southeast of Naartok along the
Defomation  Zone under Patch Lake where  previous  drilling  by BHP  intersected
further gold  mineralization in a setting broadly similar to that of Naartok and
the Perrin Bulge.  This Suluk zone  mineralization  is associated with a flex in
the  Deformation  Zone and comprises four or more parallel and variable  altered
and  mineralized  horizons  that dip at -80  degrees  to the west and have  been
traced for 500m along strike and to depths of more than 600m below surface.

The mineralization at Suluk is similar to Naartok,  with silicification,  quartz
stock  works and  pyrite  within a broader  sericite-dolomite  alteration  halo.
However,  mineralization is situated 15 to 60m east of the Deformation Zone, not
adjacent to it as at Naartok.  The steeply  west-dipping zones of mineralization
at  Suluk  are  included  within  an  intercalated  basalt/argillite  unit.  The
ductility/rheology  contrast  between  basalt  and  argillite,  causing  brittle
failure  of basalt in the  vicinity  of  argillite  layers is thought to locally
control  emplacement  of  mineralization.  This  mechanism  would  explain why a
majority of high grade  basalt  samples  (15g/t)  occur near the  contacts  with
graphitic  argillite  units or in brecciated  basalt with a graphitic  argillite
matrix.  The better gold values seem to be  associated  with higher  percentages
(5%) of fine-grained  disseminated  pyrite within the quartz  carbonate-sericite
altered horizons, mostly within brecciated,  silicified and sulphidized,  mafic,
volcanic rocks. Lesser amounts of gold mineralization occur in the intercalated,
cherty,  graphitic argillite.  Preliminary  metallurgical testing of a sample of
strongly  graphitic sediment from the Suluk deposit has identified active carbon
that could  potentially  adversely affect the recovery of gold in a conventional
cyanidation recovery circuit.

     Other Zones


                                      18.





Significant gold mineralization is found along the trend of the Deformation Zone
outside of Naartok and Suluk,  including  South Suluk,  Patch 7, South Patch 14,
Perrin,  Marianas  and Rand Spur Zones,  each of which  differs  somewhat in the
style of mineralization  but lies in close proximity to the Deformation Zone or,
in the case of South  Patch  14,  within  it.  These  and  less  explored  areas
associated  with the  Deformation  Zone,  remain  important  targets  for future
exploration activities in the Madrid area.

Exploration

To date, exploration has targeted outcropping shear and vein hosted Archean lode
gold  deposits,  such as those  discovered  at Boston  and Doris.  However,  the
discovery  of the  Naartok  and Suluk  deposits  in 2001,  the  sources  for the
majority  of  resource  additions  on  the  Hope  Bay  Project  in  2001-  2003,
illustrates the potential for different  styles of deposits  including ones that
do not outcrop.  Exploration  in 2003 included  areas with  extensive  cover and
areas with potential for different styles of  mineralization to those previously
discovered on the belt.

Exploration  in 2003 focused on evaluating the potential of the Madrid area, the
depth  potential  at the  Boston  deposit  as well as a number  of early  stage,
covered targets.

Exploration  underway in 2004 has two principal focuses:  continued expansion of
the resources at Madrid,  plus a significant  exploration and resource upgrading
drill program at Boston. In addition,  regional exploration activities will test
a number of areas with  potential  for the  discovery  of entirely  new deposits
within the belt.

Doris North Development Plan

During the latter half of 2001, Steffen Robertson and Kirsten Consulting ("SRK")
undertook a  Feasibility  Study to consider  the  economic  potential of a stand
alone  development  of the high grade,  near surface Doris North zone.  MHBL has
commissioned  an update to the  Feasibility  Study to incorporate the results of
additional  metallurgical  studies  and mine  designs.  In  addition,  MHBL will
examine the impact of recent  increases to  commodities  such as fuel and steel.
MHBL does not expect that the update to the  Feasibility  Study will result in a
material  change to the economics of the Doris North Project as estimated by the
Feasibility Study.

The following table sets forth certain information  contained in the Feasibility
Study  relating  to the base case for  bringing  the Doris  North  Project  into
production.

Assumptions                                                 Base Case
-----------
  Gold price (US$/oz)                            $305         $325         $345
  Exchange Rate (C$/US$)                         1.575        1.575        1.575
  Gold Price (C$/oz)                             $480         $512         $543

Production
  Ore Milled (tonnes)                                         467,157
  Daily Throughput (tonnes/day)                               668
  Operating Life (years)                                      2
  Diluted Grade (g/t gold)                                    21.9
  Metallurgical Recovery (%)                                  94.9%
  Total Gold Recovered in 2 years (oz)                        311,693

Cash Operating Cost (US$/oz)                                  $109
Total Cost (US$/oz)                                           $190


                                      19.





Capital Costs (C$ millions)                                   39.3

The Feasibility  Study assumes a two year operation focused solely on the mining
of the  Doris  North  Project  by  underground  methods  and with  ramp  access.
Underground  mining would be carried out by a combination  of mechanized cut and
fill and open  stoping,  assuming a minimum  mining  width of 2.5m and  external
dilution  averaging 17% at zero grade.  Mine  engineering has been advanced to a
point well beyond what is considered normal for a feasibility  study. The entire
deposit  has  been  planned  and  scheduled,   all  required  waste  and  on-ore
development  has been laid out and  individual  stopes  engineered  with ore and
grade release  schedules.  Costs and productivity  estimates utilize  experience
from  the  Corporation's  Yellowknife  operations,  adjusted  to  site  specific
conditions.

Ore would be hauled from  underground by truck to a crusher located  adjacent to
the  portal  that  would  feed  a  semi-modular  mill  most  of  which  will  be
pre-constructed  off site. Due to the modular nature of a significant portion of
the mill,  it  requires  very few  foundations  and would be set on bedrock  and
compacted fill. The ore would undergo conventional crushing and grinding with an
integrated  gravity gold recovery  circuit followed by flotation and cyanidation
of flotation concentrates, with gold dore produced on site.

The Doris North Project will be subject to a 12% net profits royalty with limits
on deductions  which has the effect of  establishing  a minimum 1.8% net smelter
return  royalty  payable to NTI. The actual  royalty that will be payable is not
yet  determined  and will depend upon the  deduction of  historical  and current
explorations  costs,  capital and operating costs.  These elements are currently
being determined by MHBL and NTI as part of the production lease.

Waste rock recovered from onsite  quarries would be used for civil  construction
projects such as a 4.8km permanent  access road to a barge  off-loading  area on
the coast  3.7km to the  north,  a barge  landing  site,  an  airstrip,  and for
tailings dam construction.  Tailings are proposed to be deposited  sub-aqueously
in a small lake to the east of the millsite locally known as Tail Lake.

As  contemplated  in the  Feasibility  Study,  all equipment,  bulk supplies and
materials would be moved to site by barge from Hay River,  although alternatives
are being investigated.  Other supplies and personnel will be transported to and
from  site  by  aircraft.  Camp  facilities  for  up to 90  personnel  would  be
constructed,  with employees  retained on a fly-in,  fly-out basis,  with hiring
from southern  Canadian  communities and from the local  communities in the West
Kitikmeot region. Total employment at the Doris North Project is estimated to be
150 persons.

     Estimated Capital Costs

The  following  table sets forth the  capital  costs to bring  Doris  North into
production as estimated by the Feasibility Study.

----------------------------------- --------------------------
                                     (C$ Millions)
----------------------------------- --------------------------
Process Plant & Buildings           $17.75
----------------------------------- --------------------------
Site Preparation                    $13.58
----------------------------------- --------------------------
Power Plant                         $  3.80
----------------------------------- --------------------------
Underground Equipment               $  2.46
----------------------------------- --------------------------
Miscellaneous                       $  1.67
                                    -------
----------------------------------- --------------------------
Total                               $39.26m
----------------------------------- --------------------------


                                      20.





The  estimated  capital  cost of $39.26  million  represents  the total  capital
required  over  the  life  of  the  project.   This  includes  all   anticipated
lease/purchase  costs for both the mill  buildings  and the power plant for a 36
month term.  These amounts may change once the update to the  Feasibility  Study
has been completed.

Additional  work  completed  since the  Feasibility  Study  suggests a number of
potential  opportunities  to optimize the Doris North Project,  and to take into
account  potential for longer term  production  from other  deposits such as the
Boston deposit. The updated study will not be complete until mid-2004,  however,
preliminary  results  indicate that  increases in the prices of fuel,  steel and
other commodities will not materially  increase the capital and operating costs.
Initial  capital  costs are  expected  to remain  within the  Feasibility  Study
parameters of plus or minus 15% of the C$39.3 million estimated, while operating
costs are expected to remain  within  approximately  20% of the US$109 per ounce
cash cost estimate,  with fuel price  increases and a stronger  Canadian  dollar
proving to be the principal  factors  varying from  feasibility  cost estimates.
These cost  increases are expected to be more than offset by the increase in the
price of gold since the date of the feasibility study.

The proposed Doris North development is affected less than other proposed mining
developments by recent  increases in commodity prices because it is a relatively
small scale high grade underground  mining operation,  with minimal  development
required to access very high grade  reserves.  Further  the  relatively  smaller
scale  of the  proposed  processing  facility  allows  the  Corporation  greater
flexibility  in  designing  the  infrastructure  to be less  capital  intensive,
avoiding the use of steel buildings.

     Estimated Operating Costs

The following  table sets forth the operating  costs of the Doris North Project,
as estimated by the Feasibility Study, over the full project life.

----------------------------------- --------------------- ----------------------
                                     (C$ Millions)         (C$ per tonne milled)
----------------------------------- --------------------- ----------------------
Mining                              $20.88m               $44.71/t
----------------------------------- --------------------- ----------------------
Milling                             $18.88m               $40.42/t
----------------------------------- --------------------- ----------------------
General & administration            $13.92m               $29.81/t
                                    -------               --------
----------------------------------- --------------------- ----------------------
Total                               $53.68m               $114.94/t
                                    -------               ---------
----------------------------------- --------------------- ----------------------

These  amounts  may  change  once the update to the  Feasibility  Study has been
completed.

     Future Development Opportunities

The  Feasibility  Study is based on  mining  solely  in the  Doris  North  area.
However,  there is potential to extend the mine life through the development and
mining of other resources in the Hope Bay Belt.  Additional  infill drilling and
other  engineering  work  will be  required  to  define a  mineral  reserve  and
establish the  feasibility of mining material from the Boston or Doris Connector
and Doris Central  areas.  These  deposits  could  potentially be developed with
minimal additional surface  disturbance and with limited capital,  utilizing the
same  infrastructure  proposed  for the Doris  North zone.  The  majority of the
mineralization  in the Doris Central and Doris  Connector  zones lies within 100
meters of the  bottom of Doris  Lake and cannot be mined  under  current  mining
regulations without a specific authorization from the Mines Inspection Branch.

In parallel with the 2004  exploration  activities at Hope Bay, the  Corporation
commenced  a drill  program in April 2004 to upgrade  portions  of the  inferred
resource  at the  Boston  deposit  to the  indicated  resource  category  during
2004-2005. An updated resource estimate will provide the basis for a preliminary
assessment to evaluate the economics of mining the upper  portions of the Boston
resource.  The objective of the in fill drilling is to demonstrate the potential
for a  significantly  extended  production  life at Hope  Bay.  The  Corporation


                                      21.





expects to complete this study in early 2005.  The focus for an extended life is
concentrated  on Boston  because it appears to provide the most rapid and lowest
capital  requirements  at Hope  Bay  given  the work  completed  to date and the
underground  development  already in place. The deeper resources at Boston,  the
remainder  of the Doris  deposit and the Madrid  resources  may  provide  future
longer  term  options to extend  production  at Hope Bay and  possibilities  for
expanded  levels of production,  and will be evaluated as exploration  and other
works  progress.  These  options  would be subject to  completion  of additional
permitting processes.

     Development Schedule

The  Corporation  plans to  develop  the  Doris  North  Project  with two  major
mobilizations,  one in the summer of 2004 for surface earthworks and underground
development  support and one in the summer of 2005 for major mill components and
operating  supplies.  This assumes that ongoing permitting  activities support a
fourth  quarter 2004  production  decision and placement of orders for the mill,
followed by  air-supported  mobilization  of the  underground  mining  equipment
required for ramp  development  in the late first quarter of 2005.  Once permits
are in place,  underground  development would commence during the second quarter
of 2005,  with the major equipment and supplies  mobilization  scheduled for the
third  quarter  of 2005 to allow  site  construction  to begin in the late third
quarter of 2005.  Process plant  operations would then begin in the last quarter
of 2005.  The  Corporation  plans to seek project  financing for the capital and
operating  costs of the Doris North Project once a production  decision has been
made.

2003 Resource Estimate

The following table sets forth the mineral  resources at the Hope Bay Project as
at December 31, 2003 including Doris North Reserves.

Category/Deposit                Tonnes         Gold Grade         Contained Gold
----------------                ------         ----------         --------------
                                                 (g/t)
--------------------------------------------------------------------------------
Measured & Indicated
--------------------
Boston                          1,387            15.4                  687
Doris                            763             23.9                  586
Madrid                          3,606            4.9                   565
--------------------------------------------------------------------------------
Total Measured & Indicated      5,756            9.9                  1,838
Resources

Inferred
--------
Boston                          2,574            10.9                  901
Doris                           1,675            14.7                  795
Madrid                          11,921           4.9                  1,886
--------------------------------------------------------------------------------
Total Inferred Resources*       16,170           6.9                  3,582

*Inferred resources are in addition to measured and indicated resources.


1.   All  resource  and  reserve  estimates  were  prepared by the MHBL staff in
     accordance  with  NI  43-101  and  reviewed  by  John  Wakeford,  P.  Geo.,
     Vice-President, Exploration for the Corporation. Resource estimation models
     for Boston and Doris  (excluding  the Doris Hinge and Doris Central  zones)
     have not changed since 2002 and used a two dimensional  polygonal approach.
     The Doris  Hinge,  Doris  Central,  Naartok and Suluk  deposits  were block
     modelled  using  ordinary  kriging  methods,  whereas  other zones  applied
     inverse distance methods also the same as 2002.  Resource estimation models
     for the Madrid area used three dimensional block model methods,  except for


                                      22.





     the South  Suluk and South  Patch 14 areas,  which  used a two  dimensional
     polygonal  approach.  Capping  and cut off grades  were  applied.  Measured
     resources  were  estimated  only in the Boston B2 Zone  where the  resource
     blocks  have  been  undercut.  Indicated  resources  for all  the  deposits
     generally lie within 25 metres of a drill hole within detail  drilled areas
     and inferred  resources  generally  lie no more than 50 metres from a drill
     hole.  The  estimates  for the Madrid  area  (except  South  Patch 14) were
     reviewed by Roscoe Postle Associates Inc. in 2003-4,  while those for Doris
     Central and Boston were audited by independent resource consultants Geostat
     Systems Inc. of Montreal in 2001.  The resource  estimates for Doris Hinge,
     Doris North and South Patch were audited by independent resource consultant
     SRK Engineering of Toronto in 2002.

2.   The mineral  resources  were  determined  by the use of mapping,  drilling,
     sampling,  assaying and evaluation  methods generally applied in the mining
     industry.  Inferred  and  indicated  resource  estimates  were  made  using
     different cut-off grades depending on properties of each deposit.  The term
     "cut-off  grade"  means the lowest  grade of  mineralized  rock that can be
     included in the resource  estimate in a given deposit.  Cut-off grades vary
     between deposits depending upon prevailing economic conditions, mineability
     of the deposit,  amenability of the ore to gold extraction,  and milling or
     leaching facilities available.

3.   The mineral resource estimates  presented herein are estimates,  and do not
     constitute  reserves.  There is no assurance that a commercially viable ore
     deposit exists on the Boston or Madrid properties.

4.   230,000 ounces lie within 30m of lake bottoms (pillars) and are unlikely to
     be mined  without  significant  economic  and  permitting  challenges.  The
     regulations for pillars under lakes in Nunavut require the Mines Inspection
     Branch to provide a variance for mining within 100m of a lake bottom.

5.   Mineral  resources that are not mineral  reserves do not have  demonstrated
     economic   viability.   Mineral  resource  estimates  do  not  account  for
     mineability,  selectivity, mining loss and dilution. These mineral resource
     estimates include inferred mineral  resources that are normally  considered
     too  speculative  geologically to have economic  considerations  applied to
     them that could enable them to be categorized as mineral reserves. There is
     also no  certainty  that these  inferred  resources  will be  converted  to
     measured or indicated resources.

Regulatory Requirements

There are a number of federal and territorial  regulatory  authorities that have
jurisdiction in Nunavut,  including four resource management boards: the Nunavut
Water Board  ("NWB"),  the Nunavut  Impact  Review Board  ("NIRB"),  the Nunavut
Wildlife Management Board ("NWMB") and the Nunavut Planning Commission ("NPC").

Overall  project  approval  and  operating  permits  will be  dependent  upon an
environmental  assessment  process  together with community  consultation and an
acceptable  Inuit Impact and Benefit  Agreement  ("IIBA") made under the Nunavut
Land Claims Agreement ("NLCA").

Any use of Inuit surface land requires a land use permit, licence or lease. Such
permits are issued and administered by the Kitikmeot Inuit Association  ("KIA").
Applications  are  reviewed  by the KIA,  NIRB and local  communities.  Land-use
licences are valid for up to three years.  Amendments  describing  proposed work
must be submitted on an annual basis and are subject to local community review.


                                      23.





Any water use on Inuit  lands  requires  permitting.  The NWB  issues  all water
licenses and permits  within  Nunavut  subject to a review by NIRB,  which could
provide recommendations to the Nunavut Water Board respecting permit issuances.

Doris North Permitting Progress

Most of the activities  contemplated  on the Doris North Project will be located
on land on which the Inuit retain both surface and mineral  rights.  NIRB is the
principal  permitting  regulatory  agency for the Doris North  Project under the
NLCA.

MHBL  filed a  preliminary  project  description  with the NWB and KIA which was
referred to NIRB in March 2002,  based on which NIRB issued  guidelines  for the
preparation of a draft  environmental  impact statement  ("EIS") under the NLCA.
The  Corporation  filed a draft EIS with  NIRB in  January  2003.  The draft EIS
details  the  Doris  North   Project  and  includes  the  project   description,
environmental    baseline   studies,    impact    assessments,    socio-economic
considerations,  environmental  management  plans and  reclamation  and  closure
plans.  NIRB  distributed  the draft EIS to the various  territorial and federal
agencies which have jurisdiction over the Doris North Project.

MHBL held public  information  meetings in local communities in February 2003 to
review the project and the draft EIS. NIRB held pre-hearing conferences in April
2003 to ensure that all major issues in relation to the Doris North  Project had
been  identified  and  that  there  were no  major  parties  which  were  not in
consultation  with NIRB.  NIRB  provided  MHBL with comments on the draft EIS in
June  2003 and  MHBL  filed a final  EIS in  December  2003.  MHBL  held  public
information  meeting in these local  communities  in February 2004 to review the
project and the final EIS. In March 2004 NIRB held technical  sessions with MHBL
and various interveners. MHBL filed in information supplemental to the final EIS
in April 2004.

NIRB has called final  hearings to review the project in four local  communities
for July 11-16, 2004 to discuss the permitting of the Doris North Project.  This
is a one month delay from the originally  scheduled dates of June 13 - 18, 2004.
NIRB has  indicated  that  more time is  required  to  review  the  supplemental
information  submitted by MHBL.The  Corporation  expects that the hearings  will
proceed as planned in July.  MHBL expects that all  required  approvals  will be
coordinated  once  the  NIRB  review  process  is  complete.  These  include  an
authorization  to deposit  tailings into Tail Lake, a federal lease of a portion
of Robert's Bay to allow construction of an offloading jetty and a water licence
from NWB.  MHBL will also  require a  production  lease  from NTI  allowing  the
removal of minerals, various surface leases from the KIA and an Inuit Impact and
Benefits Agreement. MHBL is currently negotiating the terms of these agreements.

The  Corporation  anticipates  that NIRB will  complete  its review of the Doris
North  Project in the summer of 2004.  The NIRB  report  must be accepted by the
Minister of Indian and Northern  Affairs Canada.  MHBL will apply to the various
Federal and Territorial agencies for all required permits and licences. The most
significant of these is the application to the Nunavut Water Board for a licence
to  facilitate  water  use and  tailings  discharge  and to the KIA for land use
permits.  Assuming that these approvals are obtained in acceptable form and in a
timely manner,  MHBL expects to be able to obtain all other necessary permits in
time to permit MHBL to commence  construction  and order major equipment so that
operations  can commence at the end of 2005 or early 2006. In light of continued
permitting delays, MHBL is reviewing the Doris North production schedule.

Back River Projects (George Lake and Goose Lake)

The  Corporation,  through  MBRL,  has the  right  to earn a 60%  joint  venture
interest in the Back River Project from Kinross. Back River encompasses a number
of land packages, including the George Lake and Goose Lake projects. In order to


                                      24.





earn the interest,  MBRL must (i) spend $10 million on exploration  expenditures
on the properties by August 31, 2005, and (ii) spend a cumulative $25 million on
exploration  expenditures by August 31, 2006. If MRBL has not spent a cumulative
$25  million by August 31, 2006 but has spent a  cumulative  $15 million by that
date,  MRBL may elect to extend the option by spending a cumulative  $28 million
by August 31,  2008.  If MBRL earns the  interest,  MBRL and  Kinross  will fund
further  work  proportionally.  Kinross  will  have the  right to  increase  its
interest from 40% to 50% after  completion of a feasibility  study on any of the
properties by paying to MRBL two times MRBL's aggregate  exploration costs which
relate to the additional interest being acquired by Kinross.

Location & Access

The Back River  Project  encompasses  approximately  390 km2 of  mineral  rights
located 520km northeast of Yellowknife, and approximately 165km southwest of the
Hope Bay Project. Since the discovery of gold at George Lake in the early 1980s,
more than 165,000m of drilling has defined a  significant  gold  resource.  Gold
mineralization is contained in banded iron formations ("BIF") that are analogous
to the recently closed Lupin Mine, 225 kilometres to the west.

The Back River  Project  comprises a total 45 Crown leases and one mineral claim
making up six distinct properties covering 38,975 hectares. These properties are
George  Lake,  Goose Lake,  Boot Lake,  Boulder  Pond,  Needle Lake and Bathurst
Inlet. Staging for exploration work on the project has been from Yellowknife and
Lupin,  with  access  to the  property  being by air.  The  properties  are also
accessible from Bathurst  Inlet,  where a barge/ship and ice road staging system
could be developed similar to that used at the Hope Bay Project.

Geology

The Back River Project lies within the Archean  Slave  Structural  Province,  as
does the Hope Bay Project. The numerous gold deposits in Back River are BIF type
deposits analogous to the Lupin Mine. Gold  mineralization is closely associated
with  sulphide  bearing  zones and quartz  veining  within  iron  formation  and
sediments.

The Goose Lake property lies along a regional,  doubly plunging  synclinal fold.
The Goose Lake South  Anticline lies on the edge of this syncline and plunges 45
degrees to the northwest.  Mineralization  is closely  associated with the Goose
Lake South  anticlinal  structure,  with most of the significant  mineralization
occurring at or close to the fold nose and in the limbs of the BIF sequence.  At
Goose Lake South, there are a number of gold bearing BIF units stacked on top of
each other,  which  appear to be  thickened  and enriched in the vicinity of the
fold nose.  Mineralization  is open in a number of directions,  but particularly
down plunge on the fold nose.

The George Lake area deposits appear to be  representative of a simpler style of
mineralization  than at Goose  Lake.  The BIF occurs in three  belts,  which may
represent  one sequence of BIF that has been  separated  and repeated by folding
and  faulting.  All three of the belts  contain gold  occurrences,  but the most
important  deposits  occur in the George  Lake Belt which hosts the Locale 1 and
Locale 2 deposits (which are mostly  tabular,  near vertical  deposits),  GH and
perhaps  the Lone Cow Pond  deposits.  Most of the gold  deposits  comprise  two
parallel gold bearing BIF units in close proximity to each other.  The Fold Nose
Belt hosts the Slave Deposit and the other Slave occurrences.

History

Following  the  discovery of the Lupin gold  deposit,  exploration  in the Slave
geologic  province  resulted in the discovery of gold at George Lake in 1985 and
at Goose Lake in 1987.  Initially,  exploration focused on the George Lake area,


                                      25.





resulting in the discovery of a number of BIF hosted gold deposits.  Exploration
shifted to Goose Lake in 1993,  resulting  in the  discovery of a number of gold
occurrences,  including  the Goose  Lake South  deposit.  To the end of 2003 938
holes  had been  drilled,  221 of  which  (46,469m)  were at Goose  Lake and 717
(120,868m) were at George Lake, totalling 167,337m of drilling.

Resources

The resources for Goose Lake were  estimated in 2002 by Watts Griffis and McOuat
Limited ("WGM").  The resources for George Lake were estimated by AMEC (formerly
MRDI) in 1998 and  reviewed  for  compliance  with N1 43-101 in 2001. A detailed
audit of the MRDI  resource  estimate  for Locale 2 and a cursory  review of the
Locale 1 resource was undertaken by WGM in 2002.

--------------------------------------------------------------------------------

           Goose Lake / George Lake - Mineral Resource at a 5 g/t Au Cut-off

-------------------------------------------------------------------------------
Deposit           Indicated Resources          Additional Inferred Resources
-------------------------------------------------------------------------------
               Tonnes        Grade*   Ounces     Tonnes       Grade*   Ounces
                             (g/t)                            (g/t)
===============================================================================
George Lake   2,620,000       9.9     836,000   1,289,000      10.1    419,000
-------------------------------------------------------------------------------
Goose Lake    1,750,000       9.6     540,000     595,000       9.5    182,000
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Total         4,370,000       9.8   1,376,000   1,884,000       9.9    601,000
-------------------------------------------------------------------------------

*High Grade Assays cut to 34.29 g/t.
Goose Lake resources Estimated by WGM 2002 - George Lake resources
Estimated by AMEC (formerly MRDI) July, 1998.

--------------------------------------------------------------------------------

AMEC's resource  estimate was completed using a 5 g/t gold cut-off grade and was
based on 3-dimensional block models utilizing  commercial mine planning software
(MineSight(R)). The block sizes were generally 2m by 10m by 10m except the Slave
block model,  which had blocks that were 5m long. All assays were capped at 34.3
g/t gold. The resource  categories  were  classified by a proximity to composite
protocol.  Blocks containing an estimate with two or more samples from different
drill holes within 30 metres or one sample  within 15 metres were  classified as
indicated  resource.  Inferred  resource  material was set in blocks  having one
composite  within 60  metres.  As part of the AMEC  review  in 2001 the  mineral
resource   calculation   method  and   appropriateness   of   mineral   resource
classification  categories  used were  examined to ensure  compliance NI 43-101.
Stephen  Juras of AMEC was the  Qualified  Person  responsible  for the resource
estimate.

The WGM  updated  resource  estimate  for  Goose  Lake  was  completed  based on
geological  interpretations  imported into the software  package  Surpac Version
4.1Jh ("Surpac"), which was used to complete geostatistics, generate wireframes,
create solids,  generate the block model,  interpolate  grade,  assign  resource
classification categories and estimate resources.  Sample composites were capped
at 34.28 g/t gold. Grade was interpolated  using inverse distance cubed ("ID3"),
inverse  distance  squared  ("ID2"),  and nearest  neighbour  to  approximate  a
polygonal  method.  A minimum  of 3 and  maximum of 15  composites  were used to
interpolate grade.  Resources were estimated at 5 g/t cut off assuming blocks 1m
by  10m  by  10m.  The  mineral   resource   estimates   and  mineral   resource
classifications were completed in compliance with NI 43-101.  George Wahl of WGM
was the Qualified Person responsible for the resource estimate.

As part of its ongoing  activities at the Back River project,  MBRL continues to
review resource estimates and supporting data for the George Lake and Goose Lake
deposits  that  contain  the  resources  within  the Back River  project.  Prior


                                      26.





resource  estimates were prepared by AMEC and WGM. The WGM also made a number of
recommendations  to improve the quality of the  database and the accuracy of the
resource estimates. MBRL intends to address WGM's recommendations as well as any
other issues identified during its own ongoing review.  MBRL's 2004 work program
includes  limited  drilling within the Goose Lake resource to better  understand
the geology and controls on  mineralization,  plus step-out drill holes intended
to expand the  resource.  At this point in time MBRL has focused the majority of
its  exploration  and  compilation  efforts on the Goose Lake  property  at Back
River.  On  completion  of the 2004  program,  MBRL may calculate a new resource
estimate  for Goose Lake  incorporating  the new drilling and the results of its
review. Late in 2004 and early 2005 a similar program of work is contemplated to
address the George Lake portion of the  resource.  At this point in its drilling
program and on going review of the existing  information,  MBRL cannot determine
what  effect any  changes  that  might be made to the  resource  assumptions  or
methodology  or  underlying   database  would  have  on  the  existing  resource
estimates.

Exploration Opportunities

There is potential  to  significantly  increase the  resources at both Goose and
George Lake, and to discover new deposits within the extensive property package.
The most likely potential for increasing the resources in the Goose Lake deposit
lies in  tracing  the  down  plunge  extension  of the fold  nose  and  zones of
mineralization  associated with both the east and west limbs of the fold. At the
George Lake deposit,  there is potential to increase the resource at depth below
the  existing  resource at Locale 2, to extend the other  resource  areas and to
look for new deposits.

Numerous other mineral occurrences exist on the properties,  where some 35 known
gold  occurrences  are  contained  within the  estimated  210 km of folded  iron
formation identified on the Goose Lake/George Lake properties.

Planned Work

A program of  exploration  and  drilling  commenced at Goose Lake in April 2004,
initially focussed on confirming and expanding the resources at Goose Lake. MBRL
plans further work in the summer of 2004 and beyond to evaluate the potential of
George  Lake and the  numerous  showings  and  untested  sections of banded iron
formation on both properties that offer potential for new discoveries.

Exploration  plans call for  expenditures  of C$6.5 to C$7 million  during 2004,
which  allows  for an initial  13,000m  of core  drilling  and  mobilization  of
supplies  sufficient  to complete up to an  additional  12,000m  during the year
dependent  on  results.  The  principal  target  in  2004  will be  testing  for
extensions  to the Goose Lake  deposit  where there are a number of gold bearing
zones within BIF units which are stacked and folded into an  anticline.  The BIF
units  appear to be  thickened  and  enriched in the  vicinity of the fold nose,
which lies just below  surface.  The most obvious  potential for  increasing the
resources in the Goose Lake deposit lies in tracing the  extensions  of the fold
nose and zones of mineralization associated with both the east and west limbs of
the fold to the north  and  south.  For  example,  drilling  in the fall of 2002
tested  the  iron  formation  at  depth  and  intercepted  18.9m of 7.3 g/t gold
(including  8.6m of 12.4 g/t gold) and 13.3m grading 23.6 g/t gold. In addition,
there  is  an  area  south  of  the  current  resource  where  shallow  drilling
intercepted significant gold values over considerable widths (including 14.0m of
17.7 g/t  gold,  15.6m of 9.5 g/t gold and  18.2m of 9.1 g/t  gold),  which  lie
outside the current resource but could provide additional near surface resources
as drilling progresses.

Sherwood Mining Corporation

The  Corporation   owns  10,000,000   shares  of  Sherwood  Mining   Corporation
("Sherwood")  representing  a 40.2%  interest.  Sherwood  is a  publicly  traded
company listed on the TSX Venture Exchange.


                                      27.





In December 2003, the  Corporation  granted to Sherwood the option to earn a 60%
interest in the Chicago Area of the Hope Bay belt, encompassing the Chicago/Kell
trend and the newly  discovered  Heku  trend.  The Chicago  Area  consists of 11
claims covering 9,162 hectares located in the southwest  portion of the Hope Bay
Belt, and lies  approximately 15 Km southwest of the Corporation's  Boston Camp.
Under the terms of the agreement, Sherwood has been granted an option to earn up
to a 60% interest in the Chicago Trend by spending  $3.1 million on  exploration
work in phases over a period of three  years.  The  Corporation  will have a one
time  back-in  right  whereby it may increase its interest to 50% in the Chicago
Trend by paying $500,000 to Sherwood.  The Corporation may elect to exercise its
back-in  right within 120 days of receiving  notice that  Sherwood has completed
its earn-in.

In  connection  with the  Chicago  area  option,  Sherwood  has  granted  to the
Corporation a 30 day right of first refusal to acquire all or any portion of the
Elu  Property  should  Sherwood  propose  to sell all or any  portion of the Elu
Property. Sherwood grants to the Corporation the right to acquire a 50% interest
in the Elu Property and be the operator of all work thereon,  exercisable within
90 days of completion of a feasibility study on the Elu Property by Sherwood. To
acquire the 50%  interest the  Corporation  must pay Sherwood an amount equal to
100% of the amount that Sherwood has spent on exploration and development of the
Elu  Property  to the  date  of  election.  Sherwood  has  also  granted  to the
Corporation the right to participate in all future equity  offerings by Sherwood
in proportion to the Corporation's then ownership of Sherwood.

Northern Orion Explorations Ltd.

The  Corporation   holds  a  net  smelter  proceeds   agreement  (the  "Proceeds
Agreement") which requires Northern Orion  Explorations Ltd.  ("Northern Orion")
to pay to the  Corporation  an amount  equal to 2.5% of the net smelter  returns
from all  product  sold  from the Agua  Rica and  Mantua  properties  (described
below).  The  Proceeds  Agreement  also  requires  Northern  Orion to pay to the
Corporation  50% of the net proceeds of sale of any interest in the Agua Rica or
Mantua  properties.  The maximum amount payable under the Proceeds  Agreement is
$15 million. The Company held  approximately400,000  shares of Northern Orion at
December 31, 2003. The Agua Rica copper/gold property is a large copper porphyry
deposit located on a group of exploitation concessions and mining claims located
in  Catamarca  Province,  Argentina.  The Mantua  copper  project  consists of a
secondary  enriched copper deposit located in Pinar del Rio Province,  Cuba, 240
kilometres west of Havana.


                                      28.





                   Selected Consolidated Financial Information

The following table sets forth selected  consolidated  financial information for
the last five completed fiscal years (in thousands of dollars,  except per share
amounts):

                                  As at or for the year ended December 31
                                2003     2002     2001     2000       1999

Revenue                       46,877   54,067   55,821    52,703     28,893
Net earnings (loss)         (17,555)      604  (5,899)  (43,391)   (20,143)
 - per share                  (0.13)     0.01   (0.10)    (0.76)     (0.35)
Total assets                 244,118  203,423  102,266   152,517    202,951
Liabilities and               41,678   40,755   21,535    67,768     65,006
non-controlling interest

The Corporation's  consolidated  financial statements are prepared in accordance
with  generally   accepted   accounting   principles  in  Canada.  The  selected
consolidated  financial  information  should  be read in  conjunction  with  the
Corporations consolidated financial statements.

                      Management's Discussion and Analysis

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  included in pages 14 to 20 of the annual report to  shareholders  of
the Corporation  for the year ended December 31, 2003 is incorporated  herein by
reference.

The following table sets forth selected  consolidated  financial information for
the last eight  quarters ended December 31, 2003 (in thousands of dollars except
per share amounts) is set forth below:

                        Dec 31,    Sept 30,     Jun 30,     Mar 31,     Dec 31,
                           2003        2003        2003        2003        2002
Revenue                   9,513      11,905       9,782      15,677      11,543
Net Earnings (loss)     (4,470)     (5,688)     (7,441)          44     (3,554)
 - per share             (0.03)      (0.04)      (0.06)        0.00      (0.03)

                        Sept 30,     Jun 30,      Mar 31,
                            2002        2002        2002
Revenue                   15,096      12,593      14,835
Net Earnings (loss)        1,206       2,387         565
 - per share                0.01        0.03         0.0

                              Market for Securities

The Common Shares are listed for trading on The Toronto  Stock  Exchange and the
American Stock Exchange under the trading symbols "MAE" and "MNG", respectively.

                                 Dividend Policy

The  Corporation  has  not  paid  dividends  on  the  Common  Shares  since  its
incorporation.  The  Corporation  does not have any present  intention of paying
dividends,  as it anticipates that the cash resources of the Corporation will be
used to undertake exploration and development programs on its mineral properties
as well as the acquisition of additional mineral resource properties.


                                      29.





                             Directors and Officers

The following table sets forth the names and  municipalities of residence of the
directors  and  officers  of the  Corporation,  their  positions  held  with the
Corporation and their principal occupations.

--------------------------------- ------------------- --------------------------
Name and Municipality of          Position(s)         Principal Occupation
Residence                         Held
--------------------------------- ------------------- --------------------------
Lawrence Bell(1)(5)               Director            Corporate Director, BC
West Vancouver, B.C.                                  Hydro, electrical utility
--------------------------------- ------------------- --------------------------
David Fennell(2)                  Executive Vice-     Mining Executive
Nassau, Bahamas                   Chairman and
                                  Director
--------------------------------- ------------------- --------------------------
Catherine McLeod-Seltzer(3)(5)    Director            President & Director,
West Vancouver, B.C.                                  Pacific Rim Mining
                                                      Corporation, mining
                                                      company
--------------------------------- ------------------- --------------------------
Peter Nixon(1)(5)                 Director            Corporate Director
Keswick, Ontario
--------------------------------- ------------------- --------------------------
Anthony J. Petrina(2)(4)(5)       Chairman of the     Mining Engineer, Corporate
Vancouver, B.C.                   Board and           Director
                                  Director
--------------------------------- ------------------- --------------------------
Christopher J. Pollard(1)(4)      Director            Associate Counsel, Clark
Vancouver, B.C.                                       Wilson, law firm
--------------------------------- ------------------- --------------------------
William E. Stanley(1)(2)(3)       Director            Mining Engineer, Industry
West Vancouver, B.C.                                  Consultant
--------------------------------- ------------------- --------------------------
Peter Steen(3)(4)                 Director            President, Peter Steen
Salmon Arm, B.C.                                      Consulting Inc.,
                                                      consulting company
--------------------------------- ------------------- --------------------------
Anthony P. Walsh(2)               Officer &           President and Chief
West Vancouver, B.C.              Director            Executive Officer of the
                                                      Corporation
--------------------------------- ------------------- --------------------------
Elaine Bennett,                   Officer             Vice-President and
North Vancouver, B.C.                                 Controller of the
                                                      Corporation
--------------------------------- ------------------- --------------------------
Brian Labadie                     Officer             Executive Vice-President,
Maple Ridge, B.C.                                     Chief Operating Officer of
                                                      the Corporation
--------------------------------- ------------------- --------------------------
A. David Long,                    Officer             Vice President Legal of
West Vancouver, B.C.                                  the Corporation
--------------------------------- ------------------- --------------------------
Stephen P. Quin,                  Officer             Executive Vice-President
West Vancouver, B.C.                                  of the Corporation
--------------------------------- ------------------- --------------------------
John Wakeford                     Officer             Vice President Exploration
North Vancouver, B.C.                                 of the Corporation
--------------------------------- ------------------- --------------------------

     (1) Member of the Audit & Risk Management Committee
     (2) Member of the Executive committee
     (3) Member of Human Resources Committee
     (4) Member of the Safety & Environmental committee
     (5) Member of the Corporate Governance, Nominating Committee

Jonathan  Goodman has  indicated  to the  Corporation  that he will be unable to
stand for re-election as a director at the 2004 Annual General Meeting.

Each of the foregoing  individuals has been engaged in the principal  occupation
set forth opposite his or her name during the past five years except for: Elaine
Bennett who, prior to 2002, was the Corporate Controller of the Corporation; Mr.


                                      30.





Walsh who,  prior to August 1999,  was the  Vice-President  and Chief  Financial
Officer of the  Corporation;  David Fennell who, prior to 2002 was the President
and Chairman of Hope Bay Gold Corporation  Inc.; Peter Nixon who, prior to 2000,
was President of Dundee Securities  (U.S.A.) Inc.,  Institutional Sales Trading;
and Mr. Bell who,  prior to August 2001, was President of Shato Holdings Ltd., a
food services and real estate management and holding company.

Directors are elected at each annual meeting of shareholders and serve until the
next annual meeting or until their successors are elected or appointed.

The directors and senior officers of the Corporation  beneficially own, directly
or indirectly,  or exercise control or direction over, approximately 1.9% of the
outstanding Common Shares of the Corporation.

                             Additional Information

Tax Reassessment
In 1995, the Corporation  entered into a joint  exploration  transaction with an
investor that resulted in the sale of an interest in the assets  comprising  the
Con Mine as  detailed  below.  The  transaction  was based  upon an  independent
valuation  prepared for the  Corporation.  In 2000,  Canada  Customs and Revenue
Agency (the "CCRA") issued a re-assessment notice challenging the valuation that
formed the basis for the transaction.  This  re-assessment does not give rise to
any taxes payable by the  Corporation.  As part of the  transaction in 1995, the
Corporation  agreed to compensate the investor for any shortfall in the value of
the assets transferred,  to a maximum of $2.7 million,  plus accrued interest of
approximately  $1.8  million (at  December  31, 2003) such amounts to be payable
should a ruling  denying the  transfer of certain tax pools be made  against the
Corporation.  At present the Corporation has requested information from CCRA and
is awaiting a  response.  While  management  intends to  strenuously  defend the
independent valuation, the outcome of the matter is not determinable.

Executive Retirement Plan
The  Corporation has  established a supplemental  executive  retirement plan for
five senior executives (the "Plan"). The Plan provides that the Corporation will
pay to each executive on retirement or termination of employment a benefit equal
to the difference  between the amount of the Corporation's  contributions to the
executive's  individual  RRSP plan and investment  returns thereon and a pension
amount based upon such executive's years of service and salary averaged over the
highest  consecutive  60 months of  employment.  The Plan credits the executives
with services from 1998.  All of the executives in the Plan were employed by the
Corporation prior to 1998. The aggregate  accrued benefit  obligations under the
Plan for  services  for the six year period from January 1, 1998 to December 31,
2003 were $465,260  ($233,520  Anthony Walsh,  $118,489  Brian Labadie,  $75,716
Stephen Quin,  $34,585 David Long, $2,949 Elaine Bennett).  The Plan obligations
are not funded by the Company until  retirement or termination and therefore the
Plan had a deficit at December 31, 2003 of $465,260.

Risk Factors
Gold Price Volatility


                                      31.





The profitability of the Corporation's  operations is significantly  affected by
changes in the gold price.  The gold price can fluctuate  widely and is affected
by numerous factors beyond the Corporation's  control,  including industrial and
jewellery  demand,  inflation  and  expectations  with  respect  to the  rate of
inflation,  the strength of the Canadian and U.S. dollar,  interest rates,  gold
sales by central banks, forward sales by producers, global or regional political
or economical  events,  and  production  and cost levels in major gold producing
regions.  In addition,  the gold price is sometimes  subject to rapid short term
changes  because of  speculative  activities.  The supply of gold  consists of a
combination  of new  production  from mining and existing  stocks of bullion and
fabricated gold held by governments, public and private financials institutions,
industrial organizations and private individuals. As the amounts produced in any
single year  constitute a small portion of the total  potential  supply of gold,
annual variations in production do not necessarily have a significant  impact on
the supply of gold or its price

Foreign Currency Exposure

All of the  Corporation's  revenues  from  sales of gold are  denominated  in US
dollars. The Corporation has sold forward contracts for gold in Canadian dollars
to hedge  against  changes in currency.  The  Corporation  monitors the economic
environment,  including foreign exchange rates, on an ongoing basis. In order to
manage its  exposure  to currency  fluctuations,  the  Corporation  periodically
enters into currency forward sales to establish fixed exchange rates.

Gold Refining, Sales and Hedging Activities

To  mitigate  the risk of  adverse  price  fluctuations  and to ensure  that the
Yellowknife  operations achieve cash flow projections  necessary to complete the
planned  closure and in  accordance  with the hedging  policy  authorized by the
Corporation's board of directors, the Corporation has entered into spot deferred
forward  sales  contracts  and  written  call  options  for  a  portion  of  the
Yellowknife  mines'  expected  future  production.  This is in part  because the
mining  operations  have  been  historically  high  cost and the  mines  are not
considered  core  assets.  The  Corporation  hedged  Canadian  dollars  when the
Canadian  dollar  was  weak.  The  Corporation  does  not hold  these  financial
instruments  for  speculative  or trading  purposes and the  Corporation  is not
subject to any margin requirements on any of its hedging lines.

On July 11, 2002,  the  Corporation  completed a transaction  with the financial
institution  holding the gold  forward  contracts  and the gold call  options to
revise the delivery schedule for a portion of the hedge position and recalculate
pricing based on interest rates at the time of the  transaction.  As at December
31, 2003, the Corporation the following remaining gold contracts:

                                          AVERAGE PRICE  ANTICIPATED  FAIR VALUE
                                OUNCES    PER OUNCE      DELIVERY/    IN C$000
                                                         EXPIRY
                                ------------------------------------------------
Gold forward sales contracts    19,800    $478           2004         ($1,270)
Gold call options sold          36,000    $478           2004         ($2,596)


There are no margin  restrictions in any of the trading  agreements  relating to
these gold contracts. However, the Corporation is in breach of certain financial
covenants  contained in the trading  agreement  relating to these contracts as a
result of the closure of the Con Mine. The financial  institution  has agreed to
modify  the  affected  covenants  for a period  of time  which  the  Corporation
believes  is  adequate  to  comply  with  the  covenants.  As a  result  of  the
termination of underground  mining at the Con Mine,  forecast gold production is
expected  to be  insufficient  to  meet  all of  the  remaining  obligations  as
described in the table above.  The Corporation  plans to continue to deliver all
available production into these contracts and financially settle those contracts


                                      32.





for which no  production  is  available  before the end of  December  2004.  The
Corporation  has  recorded an  unrealized  loss of $1.7 million for the forecast
settlements.

Environmental

The Corporation has been granted  various  licences and permits  relating to the
operation of the Con and Giant mines and the exploration  activities at the Hope
Bay Project.  As a condition of these licences and permits,  the Corporation has
an  obligation  to reclaim and restore  areas of operation  and  disturbance  to
acceptable  standards as established  by the  responsible  government  agencies.
Under the terms of various permits and licences, the Corporation has established
cash collateral security deposits totalling $6.3 million ($3.8 million in 2001).
For the Con Mine,  Con Ltd. has pledged the proceeds  from the Bluefish  Note as
security for the annual  increments (see "Con Mine - Mining  Operations").  As a
condition of the  acquisition of the Giant Mine,  Giant Ltd.  issued  promissory
notes totalling $4.8 million as security  against the  reclamation  costs of the
Giant Mine. These promissory notes are secured solely by the assets of the Giant
Mine and are due from  Giant  Ltd.  only upon  default  of the Giant  Mine water
licence.

Permitting

The  Corporation's  subsidiaries  currently have permits to operate the Con Mine
and Giant Mine.  Production from any deposit at the Hope Bay Project,  including
the Doris North  Project,  or at the George Lake and Goose Lake projects will be
subject to permitting requirements.  There can be no assurance that any required
permits  will be  obtained  in a timely  manner or at all,  or that they will be
obtained without conditions which would prohibit development.

Competition

The  Corporation  competes with other mining  companies for the  acquisition  of
mineral claims,  permits,  concessions and other mineral  concessions as well as
for the recruitment and retention of qualified  employees.  There is significant
competition for the limited number of gold acquisition  opportunities  and, as a
result,  the  Corporation  may be  unable  to  acquire  attractive  gold  mining
properties on terms it considers acceptable.

Production Estimates

Estimates  of  future  production  for the  Giant  Mine  are  derived  from  the
Corporation's  mining  plans.  The plans are  developed  based on,  among  other
things,  mining  experience,  reserve  estimates,  assumptions  regarding ground
conditions and physical characteristics of ores (such as harness and presence or
absence of certain metallurgical  characteristics) and estimated rates and costs
of  production.  Actual  production  may vary from  estimates  for a variety  of
reasons,  including risks and hazards of the types discussed previously,  actual
ore  mined  varying  from  estimates  in  grade  and   metallurgical  and  other
characteristics,  mining dilution,  wall failures or cave-ins,  strike and other
actions by labour at  unionized  locations,  restriction  imposed by  government
agencies and other factors.  Estimates of production  from properties not yet in
production  or from  operations  that are to be  extended  are based on  similar
factors  (including  in some  instances,  feasibility  studies  prepared  by the
Corporation  or  external  consultants)  but it is  possible  that  actual  cash
operating  costs and  economic  return  will  differ  significantly  from  those
currently  estimated.  It is not unusual in new mining  operations to experience
unexpected  problems  during the start-up  phase.  Delays often can occur in the
commencement of production.

Aboriginal Land Claims

Negotiations  are ongoing  between the Federal  Government of Canada and various
native groups relating to aboriginal  land claims in the Northwest  Territories.
The  Corporation is not aware of any aboriginal  land claims having been made or


                                      33.





threatened in relation to the Con Mine or the Giant Mine.  Based on  indications
from the Federal Government,  the Corporation is of the view that it is unlikely
that any such claims will affect the Con Mine or the Giant Mine. However,  there
can be no assurance that such  aboriginal land claims will not be brought in the
future in relation to, or that may affect, the Con Mine or the Giant Mine.

Aboriginal  land claims in Nunavut were settled by the creation of the territory
of Nunavut. A number of the Corporation's  interests in the Hope Bay Project are
held  directly  with the  relevant  aboriginal  representative  bodies  with the
remainder being issued by the relevant  department of the Federal  Government of
Canada.

Speculative Nature of Gold Exploration and Uncertainty of Development Projects

Gold  exploration  is highly  speculative  in  nature,  involves  many risks and
frequently is not productive.  There can be no assurance that the  Corporation's
gold exploration  efforts will be successful.  Success in increasing reserves is
the  result  of a number  of  factors,  including  the  quality  of a  Company's
management, its level of geological and technical expertise, the quality of land
available  for  exploration  and  other  factors.  Once gold  mineralization  is
discovered,  it may take several years in the initial  phases of drilling  until
production is possible, during which time the economic feasibility of production
may  change.  Substantial  expenditures  are  required to  establish  proven and
probable  reserves  through  drilling,  to determine  the optimal  metallurgical
process to extract the metals  from the ore and, in the case of new  properties,
to  construct   mining  and  processing   facilities.   As  a  result  of  these
uncertainties,  no  assurance  can be given that the  Corporation's  exploration
programs will result in the expansion or  replacement  of current  reserves with
new reserves.

Development  projects have no operating  history upon which to base estimates of
future cash operating costs. Particularly for development projects, estimates of
proven and probable  reserves and cash  operating  costs are, to a large extent,
based upon the  interpretation  of geologic  data  obtained from drill holes and
other sampling  techniques,  and feasibility  studies which derive  estimates of
cash  operating  costs  based upon  anticipated  tonnage and grades of ore to be
mined and processed,  the configuration of the ore body, expected recovery rates
of gold from the ore, estimated operating costs, anticipated climatic conditions
and other factors.  As a result, it is possible that actual cash operating costs
and economic returns will differ  significantly  from those currently  estimated
for a project prior to production. It is not unusual in new mining operations to
experience  unexpected  problems during the start-up phase, and delays often can
occur in the commencement of production.

Mining/Operations Risks

The  business  of gold  mining  is  subject  to a number  of risks  and  hazards
including   environmental  hazards,   industrial  accidents,   labour  disputes,
encountering  unusual or unexpected  geologic  formation or other  geological or
grade problems,  unanticipated changes in metallurgical characteristics and gold
recovery,  encountering unanticipated ground or water conditions,  cave-ins, pit
wall failures, flooding, rock bursts, periodic interruptions due to inclement or
hazardous weather  conditions,  and other acts of God or unfavourable  operating
conditions  and  bullion  losses.  Such  risks  could  result in  damage  to, or
destruction of mineral properties or processing  facilities,  personal injury or
death, loss of key employees,  environmental damage, delays in mining,  monetary
losses and possible legal liability.

Risks of Non-Availability of Insurance

Where considered practical to do so, the Corporation maintains insurance against
risks in the  operation  of its  business  in amounts  which it  believes  to be
reasonable.  Such  insurance,  however,  contains  exclusions and limitations on
coverage.  There can be no assurance  that such  insurance  will  continue to be
available,  will be available  at  economically  acceptable  premiums or will be


                                      34.





adequate  to cover any  resulting  liability.  In some  cases,  coverage  is not
available or considered too expensive relative to the perceived risk.

Dilution

There are a number of outstanding  securities  and agreements  pursuant to which
Common Shares of the Corporation may be issued in the future.  This would result
in further dilution to the Corporation's shareholders.

Additional Funding Requirements

Although  the  Corporation  currently  has  sufficient  financial  resources  to
undertake its presently  planned  exploration and development  program,  further
exploration  on,  and  development  of,  the   Corporation's   mineral  resource
properties in Nunavut will require additional capital.  In addition,  a positive
production decision on the Doris North Project would require capital for project
engineering and  construction.  Accordingly,  the continuing  development of the
Doris  North  Project  will  depend  upon the  Corporation's  ability  to obtain
financing on reasonable  terms.  There is no assurance the  Corporation  will be
successful in obtaining the required financing.

Title Matters

While the Corporation has  investigated  title to all of its mineral claims and,
to the best of its knowledge,  title to all such properties is in good standing,
the properties may be subject to prior unregistered  agreements or transfers and
title may be affected by undetected defects.

Reserves and Resources

The proven and probable  reserve figures set forth in this AIF are estimates and
there is no  certainty  that the  indicated  levels of gold  production  will be
realized.  Reserve  estimates may require revision based on various factors such
as actual production  experience,  market price fluctuation of gold,  production
costs or recovery rates. Mineral resources which are not mineral reserves do not
have  demonstrated  economic  viability.  All  reserve  and  resource  estimates
included herein are in accordance with NI 43-101.

Note to U.S. Readers:  The terms "Mineral Reserve," "Proven Mineral Reserve" and
"Probable Mineral Reserve" used in this AIF are Canadian mining terms as defined
in  accordance  with NI 43-101  under  the  guidelines  set out in the  Canadian
Institute of Mining,  Metallurgy and Petroleum (the "CIM")  Standards on Mineral
Resources and Mineral  Reserves  Definitions  and guidelines  adopted by the CIM
Council on August 20, 2000.

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 mineral reserve  determination is made. Under United States  standards:
"Reserve"  means that part of a mineral  deposit which can be  economically  and
legally extracted or produced at the time of the reserve determination.

"Economically,"  as used in the definition of reserve,  implies that  profitable
extraction or production has been established or analytically demonstrated to be
viable and justifiable under reasonable investment and market assumptions.

"Legally," as used in the definition of reserve, does not imply that all permits
needed for mining and  processing  have been obtained or that other legal issues
have been completely resolved.  However, for a reserve to exist, there should be


                                      35.





a reasonable certainty based on applicable laws and regulations that issuance of
permits or resolution of legal issues can be accomplished in a timely manner.

Mineral  Reserves  are  categorized  as  follows  on the basis of the  degree of
confidence in the estimate of the quantity and grade of the deposit.

Proven Mineral Reserve means, in accordance with CIM Standards,  for the part of
a deposit which is being mined,  or which is being developed and for which there
is a detailed  mining plan, the estimated  quantity and grade or quality of that
part of a measured mineral resource for which the size,  configuration and grade
or quality and  distribution  of values are so well  established,  and for which
economic viability has been demonstrated by adequate information on engineering,
operating,  economic and other  relevant  factors,  so that there is the highest
degree of confidence in the estimate.

The  definition  for "proven  mineral  reserves" CIM standards  differs from the
standards in the United States, where proven or measured reserves are defined as
reserves  which (a) quantity is computed from  dimensions  revealed in outcrops,
trenches,  workings or drill holes;  (b) grade and/or  quality are computed from
the results of detailed sampling and (c) the sites for inspection,  sampling and
measurement  are  spaced so  closely  and the  geographic  character  is so well
defined  that  size,  shape,  depth and  mineral  content of  reserves  are well
established.

Probable Mineral Reserve: means, in accordance with CIM Standards, the estimated
quantity and grade or quality of that part of an indicated  mineral resource for
which  economic  viability  has been  demonstrated  by adequate  information  on
engineering,  operating,  economic and other relevant  factors,  at a confidence
level which would serve as a basis for decisions on major expenditures.

The definition for "probable mineral reserves" under Canadian  standards differs
from the standards in the United  States,  where probable  mineral  reserves are
defined as reserves for which  quantity  and grade  and/or  quality are computed
from  information  similar  to that of  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 mineral  reserves,  is high enough to assume
continuity  between  points of  observation.  The degree of assurance,  although
lower than that for proven mineral reserves, is high enough to assume continuity
between points of observation.

The terms "Mineral  Resource",  "Measured Mineral Resource",  "Indicated Mineral
Resource",  "Inferred  Mineral Resource" used in this report are Canadian mining
terms as defined in accordance  with NI 43-101 under the  guidelines  set out in
the CIM Standards.

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.


                                      36.





Measured  Mineral  Resource:  Under  CIM  standards  is that  part of a  mineral
resource for which  quantity,  grade or quality,  densities,  shape and physical
characteristics  are  so  well  established  that  they  can be  estimated  with
confidence  sufficient  to allow the  appropriate  application  of technical and
economic  parameters,  to support  production  planning  and  evaluation  of the
economic  viability  of the  deposit.  The  estimate  is based on  detailed  and
reliable   exploration,   sampling  and  testing  information  gathered  through
appropriate from locations such as outcrops,  trenches, pits, workings and drill
holes  that are  spaced  closely  enough to confirm  both  geological  and grade
continuity.

While the terms "mineral reserve",  "proven mineral reserve",  "probable mineral
reserve",  "mineral resource,"  "measured mineral resource,"  "indicated mineral
resource,"  and  "inferred  mineral  resource"  are  recognized  and required by
Canadian  regulations,  they are not defined terms under standards in the United
States. As such, information contained in this report concerning descriptions of
mineralization  and resources under Canadian  standards may not be comparable to
similar  information made public by U.S.  companies subject to the reporting and
disclosure  requirements of the Securities and Exchange  Commission.  "Indicated
mineral  resource"  and  "inferred  mineral  resource"  have a great  amount  of
uncertainty as to their  existence and a great  uncertainty as to their economic
and  legal  feasibility.  It can  not be  assumed  that  all or any  part  of an
"indicated  mineral  resource"  or  "inferred  mineral  resource"  will  ever be
upgraded to a higher  category.  Investors  are cautioned not to assume that any
part or all of mineral  deposits in these categories will ever be converted into
reserves.


                            SUPPLEMENTARY INFORMATION

The Corporation will provide to any person, upon request to the Secretary of the
Corporation:

     (a)  when  the  securities  of  the  Corporation  are in  the  course  of a
          distribution under a preliminary short form prospectus or a short form
          prospectus;

          (i)  one copy of this AIF, together with one copy of any document,  or
               the pertinent pages of any document, incorporated by reference in
               this AIF;

          (ii) one  copy  of  the  comparative   financial   statements  of  the
               Corporation  for its most recently  completed  financial year for
               which  financial  statements  have been filed  together  with the
               accompanying  report  of the  auditor  and one  copy of the  most
               recent interim financial  statements of the Corporation that have
               been  filed,  if any,  for any  period  after the end of its most
               recently completed financial year;

          (iii)one  copy  of the  information  circular  of the  Corporation  in
               respect of its most recent annual  meeting of  shareholders  that
               involved  the  election  of  directors  or one copy of any annual
               filing  prepared  in  lieu  of  that  information   circular,  as
               appropriate; and

          (iv) one  copy  of  any  other  documents  that  are  incorporated  by
               reference into the preliminary short form prospectus or the short
               form  prospectus  and are not required to be provided  under (i),
               (ii) or (iii) above; or

     (b)  at any other  time,  one copy of any  other  document  referred  to in
          (a)(i), (ii) and (iii) above, provided the Corporation may require the
          payment of a reasonable  charge if the request is made by a person who
          is not a security holder of the Corporation.

Additional  information  including  directors'  and officers'  remuneration  and
indebtedness,  principal  holders of securities of the  Corporation,  options to
purchase  securities and interests of insiders in material  transactions,  where


                                      37.





applicable,   is  contained  in  the  management  information  circular  of  the
Corporation for its most recent annual meeting of shareholders that involved the
election  of  directors.  Additional  financial  information  is provided in the
comparative  financial  statements  of the  Corporation  for its  most  recently
completed financial year.`

---

# 2.  AUDITED
CONSOLIDATED FINANCIAL STATEMENTS OF MIRAMAR MINING
CORPORATION

| | Consolidated
Financial Statements of
| | ------------------------------------

| | MIRAMAR MINING CORPORATION
| | --------------------------

| | For
the years ended December 31, 2003 and 2002
| | ----------------------------------------------

---

# AUDITORS REPORT TO
THE SHAREHOLDERS

We have audited the consolidated
balance sheets of Miramar Mining Corporation as at December 31, 2003 and 2002 and the
consolidated statements of operations and deficit and cash flows for the years then ended.
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. Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.

In our opinion, these consolidated
financial statements present fairly, in all material respects, the financial position of
the Company as at December 31, 2003 and 2002 and the results of its operations and its
cash flows for the years then ended in accordance with Canadian generally accepted
accounting principles. As required by the Company Act (British Columbia) we report that,
in our opinion, these principles have been applied on a consistent basis.

KPMG LLP/s/ KPMG LLP

Chartered Accountants

Vancouver, Canada
February 27, 2004

5

---

MIRAMAR MINING CORPORATION
Consolidated Balance Sheets
(expressed in thousands of Canadian dollars, except per share
amounts) 

As at December 31, 2003 and 2002

|                                                       
|-------------------------------------------------------
|
|                                                       
|Assets                                                 
|Current assets:                                        
|Cash and cash equivalents                              
|Short-term investments                                 
|Accounts receivable                                    
|Inventory (note 6)                                     
|Prepaid expenses                                       
|                                                       
|                                                       
|Note receivable (note 4)                               
|Power credits receivable (note 4)                      
|Property, plant and equipment (note 7)                 
|Cash collateral deposits (note 8)                      
|Investment in Northern Orion Explorations Ltd. (note 3)
|Investment in Sherwood Mining Corporation (note 5)     
|Other assets (note 9)                                  
|                                                       
|                                                       
|                                                       
|Liabilities and Shareholders' Equity                   
|Current liabilities:                                   
|Accounts payable and accrued liabilities               
|Deferred gain (note 4)                                 
|                                                       
|Provision for site reclamation and closure costs       
|Deferred retirement benefits (note 12)                 
|Future income tax liability (note 11)                  
|                                                       
|                                                       
|Shareholders' equity                                   
|Share capital (note 10)                                
|Contributed surplus                                    
|Deficit                                                
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       

Commitments and contingencies (note
16). 
Subsequent events (note 10(c) and note 16 (g)). 
See accompanying notes to consolidated financials statements.

ON BEHALF OF THE BOARD:

|Anthony P. Walsh 
Director | David A. Fennell 
Director
|-------------------------- | --------------------------

6

---

MIRAMAR MINING CORPORATION
Consolidated Statements of Operations and Deficit
(expressed in thousands of Canadian dollars, except per share
amounts) 

Years ended December 31, 2003 and 2002

|                                                        
|--------------------------------------------------------
|
|                                                        
|Revenue                                                 
|Sale                                                    
|Other income (note 4)                                   
|                                                        
|                                                        
|Expenses                                                
|Cost of sales                                           
|Depreciation and depletion                              
|General and administration                              
|Foreign exchange loss                                   
|Reclamation                                             
|Severances and closure (note 7)                         
|Write down of assets (note 7)                           
|                                                        
|                                                        
|                                                        
|Earnings (loss) from operations before items noted below
|Equity loss                                             
|                                                        
|Earnings (loss) before income taxes                     
|Income taxes: (note 11)                                 
|Current                                                 
|Future                                                  
|                                                        
|                                                        
|                                                        
|Earnings (loss) for the period                          
|Deficit, beginning of the year                          
|                                                        
|Deficit, end of the year                                
|                                                        
|Earnings (loss) per share, basic and diluted            
|Weighted average number of common shares outstanding    
|                                                        

See accompanying notes to
consolidated financial statements.

7

---

MIRAMAR MINING CORPORATION
Consolidated Statements of Cash Flows
(expressed in thousands of Canadian dollars, except per share
amounts) 

Years ended December 31, 2003 and 2002

|                                                                      
|----------------------------------------------------------------------
|
|                                                                      
|Cash provided by (used in):                                           
|Operations                                                            
|Earnings (loss) for the year                                          
|Items not involving cash:                                             
|Depreciation and depletion                                            
|Gain on sale of assets                                                
|Write-down of assets                                                  
|Reclamation                                                           
|Equity loss                                                           
|Future income tax                                                     
|Other                                                                 
|Net change in non-cash working capital:                               
|Accounts receivable                                                   
|Inventory                                                             
|Prepaid expenses                                                      
|Accounts payable and accrued liabilities                              
|                                                                      
|                                                                      
|                                                                      
|Investments:                                                          
|Expenditures on plant, equipment and deferred exploration             
|Investment in Hope Bay Gold Corporation, net of cash acquired (note 2)
|Sale (purchase) of short term investments                             
|Net proceeds on sale of Northern Orion shares (note 3)                
|Collateral deposits                                                   
|                                                                      
|                                                                      
|                                                                      
|Financing:                                                            
|Issue of common shares for cash                                       
|                                                                      
|                                                                      
|                                                                      
|Increase in cash and cash equivalents                                 
|Cash and cash equivalents, beginning of the year                      
|                                                                      
|Cash and cash equivalents, end of the year                            
|                                                                      
|Supplementary information                                             
|Income taxes paid                                                     
|Non-cash investing and financing activities                           
|Fair value of note receivable, received on sale of assets (note 4)    
|Sale of assets (note 4)                                               
|Common shares issued for acquisition of Hope Bay Gold (note 2)        
|Common shares received for disposition of mineral property            
|                                                                      

See accompanying notes to consolidated
financial statements.

8

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

|1. |  | Significant
accounting policies:
|-- |  | --------------------------------

| | (a) |  | Basis
of preparation:
| | --- |  | ---------------------

| | The
consolidated financial statements include the accounts of Miramar Mining Corporation (the
Company) and its material subsidiaries. Investments in entities when the
Companys interest is less than 20% are accounted for by the cost method from the
date significant influence could no longer be applied. Investments in other entities are
accounted for by the equity method. The Companys subsidiaries and its percentage
ownership in each at December 31, are as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                            
|----------------------------
|Miramar Con Mine Ltd.       
|Miramar Giant Mine Ltd.     
|Miramar Hope Bay Ltd.       
|Miramar Gold Corporation    
|Orcana Resources Corporation
|Talapoosa Mining Corp.      
|                            

| | The
preparation of financial statements requires management to make estimates that affect the
reported values of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Significant areas requiring the use of
management estimates relate to the determination of impairment of assets, reclamation and
closure obligations, assumptions used in determining stock-based compensation, future
income taxes and rates for amortization of property, plant and equipment. Actual results
could differ from these estimates.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | Cash
and cash equivalents:
| | --- |  | --------------------------

| | Cash
and cash equivalents include investments with terms to maturity of 90 days or less when
purchased.
| | -------------------------------------------------------------------------------------------------------

| | (c) |  | Short-term
investments:
| | --- |  | -----------------------

| | Short-term
investments with terms to maturity of greater than 90 days but not more than one year are
recorded at the lower of cost and market determined on an aggregate portfolio basis.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | Revenue
recognition and inventory:
| | --- |  | ----------------------------------

| | Revenue
is recognized on production and product inventories are recorded at estimated net
realizable value. Materials and supplies inventories are valued at average cost less
appropriate allowances for obsolescence.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) |  | Property, plant
and equipment:
| | --- |  | ------------------------------

| | Property,
plant and equipment, which includes mine plant and equipment and mineral properties, is
recorded at the lower of cost and estimated net recoverable amount. Buildings and
equipment are depreciated over their estimated useful lives, not to exceed the estimated
proven and probable ore reserves. Mining equipment and vehicles are depreciated on a
straight-line basis over estimated useful lives of two to 15 years. Prior to their
disposition, hydro-electric assets were depreciated on a straight-line basis over 95
years. Office furniture and computer equipment are depreciated using the declining balance
method at 20% and 30%, respectively. The cost of mineral properties and related
exploration and development costs are deferred until the properties are placed into
production, sold or abandoned. Capitalized costs are amortized over the estimated useful
life of the properties following the commencement of production or written off if the
properties are sold, allowed to lapse or abandoned. It is managements policy to
review the carrying value of all mineral properties on an ongoing basis.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

| | (f) |  | Provision
for site reclamation and closure costs:
| | --- |  | -------------------------------------------------

| | Costs
related to ongoing site restoration programs are expensed as incurred. Estimated costs of
mine closure and site restoration are accrued and expensed over the estimated remaining
life of the mineral properties on a unit-of-production basis. Estimates of the ultimate
site reclamation and closure costs are based on current laws and regulations and expected
costs to be incurred.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) |  | Pension
expenses and obligation:
| | --- |  | --------------------------------

| | The
Company maintains defined benefit pension plans and provides certain non-pension
post-retirement benefits consisting of extended health and other benefits. The cost of
providing pension and other post-retirement benefits is actuarially determined and charged
to earnings using the projected unit credit actuarial method based upon managements
best estimate assumptions. Pension fund assets are valued at fair value. The pension
expense for the year includes adjustments for plan amendments, experience gains and
losses, and changes in assumptions that are being amortized on a straight-line basis over
the expected average remaining service lives of the plan members. Any differences between
the cumulative amounts expensed and the funding contributions are reflected as either an
asset or a liability.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) |  | Stock-based compensation
plan:
| | --- |  | ------------------------------

| | The
Companys has a stock-based compensation plan which is described in note 10 (c). On
May 28, 2002, the Company retroactively to January 1, 2002 removed the stock appreciation
rights of all outstanding employee stock options. The Company accounts for all stock-based
payments to non-employees, and employee awards that are direct awards of stock, call for
settlement in cash or other assets, or are stock appreciation rights that call for
settlement by the issuance of equity instruments, granted on or after January 1, 2002,
using the fair value based method. No compensation cost is recorded for all other
stock-based employee compensation awards. Consideration paid by employees on the exercise
of stock options is recorded as share capital and contributed surplus. The Company
discloses the pro forma effect of accounting for these awards under the fair value based
method.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Under
the fair value based method, stock-based payments to non-employees are measured at the
fair value of the consideration received, or the fair value of the equity instruments
issued, or liabilities incurred, whichever is more reliably measurable. The fair value of
stock-based payments to non-employees is periodically re-measured until the counterparty
performance is complete, and any change therein is recognized over the period and in the
same manner as if the Company had paid cash instead of paying or using equity instruments.
The cost of stock-based payments to non-employees that are fully vested and
non-forfeitable at the grant date is measured and recognized at that date.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Under
the fair value based method, compensation cost attributable to awards to employees that
call for settlement by the issuance of equity instruments, is measured at fair value at
the grant date and recognized over the vesting period. Compensation cost attributable to
awards to employees that call for settlement in cash or other assets is measured at
intrinsic value and recognized over the vesting period. Changes in intrinsic value between
the grant date and the measurement date result in a change in the measurement of
compensation cost. For awards that vest at the end of the vesting period, compensation
cost is recognized on a straight-line basis; for awards that vest on a graded basis,
compensation cost is recognized on a pro-rata basis over the vesting period.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

| | (i) |  | Translation
of foreign currency:
| | --- |  | --------------------------------

| | The
accounts of foreign operations are translated into Canadian dollars as follows:
| | -----------------------------------------------------------------------------------

| |  |  |  | monetary
assets and liabilities at the rates of exchange prevailing at the balance sheet date
| |  | - |  | ---------------------------------------------------------------------------------------------

| |  |  |  | other
assets and liabilities at applicable historical exchange rates
| |  | - |  | --------------------------------------------------------------------

| |  |  |  | revenues
and expenses at the average rate of exchange for the period covering the statement of
operations except for expenses related to non-monetary assets which are at the rates used
for the translation of the related assets.
| |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Translation
gains and losses are included in earnings.
| | ------------------------------------------------------

| | (j) |  | Derivative
financial instruments:
| | --- |  | ---------------------------------

| | The
Company uses forward sales agreements and options for the purpose of managing price and
currency exposures on its anticipated gold sales. The Company assesses, both at the
hedges inception and on an ongoing basis, whether the derivatives that are used in
hedging transactions are highly effective. Gains and losses relating to such instruments
are recorded in income the same period as gold is produced to meet the hedged commitment.
Realized and accumulated unrealized gains or losses associated with derivative instruments
which have been terminated or cease to be effective prior to maturity, are deferred under
other current, or non-current, assets or liabilities on the balance sheet and recognized
in income in the period in which the underlying transaction is recognized. In the event a
designated hedged item is sold, extinguished or matures prior to the termination of the
related derivative instrument, any realized or unrealized gain or loss on such derivative
instrument is recognized in income at that time. The fair value charges in ineffective
hedges is recognized in the statement of operations due to its nature.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company sells written call options. For written call options sold subsequent to October
24, 2000, the premiums received at the inception of the written call options are recorded
as a liability. Changes in the fair value of the liability are recognized in the statement
of operations at each reporting period. For written call options sold prior to October 24,
2000 changes in fair value are recognized in the statement of operations when settled.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (k) |  | Income
taxes:
| | --- |  | -------------

| | The
Company uses the asset and liability method of accounting for future income taxes. Under
the asset and liability method, future income tax assets and liabilities are determined
based on differences between the financial statement carrying values of existing assets
and liabilities and their respective income tax bases (temporary differences) and loss
carryforwards. Future income tax assets and liabilities are measured using the
substantively enacted tax rates expected to be in effect when the temporary differences
are likely to reverse. The effect on future income tax assets and liabilities of a change
in tax rates is included in the results of operations in the period in which the change is
substantively enacted. Future income tax assets also result from unused loss carry
forwards, resource related pools and other deductions. The amount of future tax assets
recognized is limited to the amount that management considers more likely than not to be
realized.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (l) |  | Net
earnings (loss) per share:
| | --- |  | ------------------------------

| | Basic
earnings (loss) per share is calculated by dividing earnings (loss) available to common
shareholders by the weighted average number of common shares outstanding in the period.
For all periods presented, earnings (loss) available to common shareholders equals the
reported earnings (loss). Diluted earnings (loss) per share is calculated by the treasury
stock method. Under the treasury stock method, the weighted average number of common
shares outstanding for the calculation of diluted earnings (loss) per share assumes that
the proceeds to be received
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

| | on
the  exercise of dilutive  stock  options are applied to repurchase common shares at the
average market price for the period.
| | --------------------------------------------------------------------------------------------------------------------------------

| | For
the year ended December 31, 2003, diluted loss per share is the same as basic loss per
share as the affect of the outstanding options and warrants would be anti-dilutive.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (m) |  | Comparative
figures:
| | --- |  | --------------------

| | Certain
of the prior year comparative figures have been restated to conform to the presentation
adopted for the current year.
| | -----------------------------------------------------------------------------------------------------------------------------

|2. |  | Acquisition
of Hope Bay Gold
|-- |  | ----------------------------

| | On
May 23, 2002, the Company acquired Hope Bay Gold Corporation (Hope Bay Gold).
Under the terms of the agreement, the Company issued 39,464,430 common shares to
shareholders of Hope Bay Gold on the basis of 0.263 shares of the Company for each one
Hope Bay Gold share outstanding at April 4, 2002. In addition, the Company issued
2,353,850 stock options and 3,923,872 share purchase warrants as outlined in notes 10 (c)
and 10 (d). In 2002 during the period prior to acquisition, the Company loaned Hope Bay
Gold approximately $2.5 million, which was used to fund its requirements for the Hope Bay
project and to pay general corporate costs.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
fair value of the common shares and warrants and stock options to be issued by the Company
was determined based on the average closing price of the Companys stock at the time
the terms of the acquisition were agreed to and announced. The assets acquired and
liabilities assumed of Hope Bay Gold have been recorded at their fair values at the
acquisition date as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                         
|-----------------------------------------
|                                         
|Fair value of net assets acquired:       
|Current assets                           
|Equipment                                
|Investment in Sherwood Mining Corporation
|Resource properties                      
|Reclamation deposits                     
|                                         
|                                         
|                                         
|Less:                                    
|Current liabilities                      
|Reclamation liability                    
|Future income taxes                      
|                                         
|Fair Value of Net Assets Acquired        
|                                         
|Consideration:                           
|Share consideration                      
|Acquisition costs                        
|Stock options and warrants               
|                                         
|Total Consideration:                     
|                                         

12

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

|3. |  | Investment
in Northern Orion Explorations Ltd.:
|-- |  | -----------------------------------------------

| | During
the year ended December 31, 2002, unrelated option holders exercised an option granted by
the Company to acquire 48 million shares of Northern Orion Explorations Ltd.
(Northern Orion) and Northern Orion convertible notes having a face value of
$6.9 million for a total purchase price of $3.84 million. As a result of this transaction,
the Company ceased equity accounting for its interest in Northern Orion as of June 30,
2002.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | At
January 1, 2003, the Company had 22 million shares of Northern Orion, which represents
approximately 11.7% of Northern Orion and a net proceeds interest royalty
(NPI) in certain Northern Orion mineral properties which it acquired pursuant
to a restructuring agreement with Northern Orion. The NPI entitles the Company to receive
the economic equivalent of a 2.5% net smelter return on certain of Northern Orions
mineral properties as well as 50% of the proceeds from the disposition of certain Northern
Orion mineral properties, all to a maximum of $15 million. During the year ended December
31, 2003, Northern Orion consolidated its shares on a one-for-ten basis. Also during 2003,
the Company sold a total of 1.7 million shares of Northern Orion for gross proceeds of
$5.1 million. The Company has recorded the proceeds as a reduction of the carrying values
of its interests in Northern Orion. Recovery of the remaining carrying value of the
combined investment amounting to $10.1 million is dependant upon the sale of Northern
Orion shares and receipt of net proceeds from eventual production from the properties or
their sale by Northern Orion.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | Sale
of Bluefish:
|-- |  | -----------------

| | On
April 4, 2003, the Company completed the sale of the Bluefish hydroelectric power plant
(Bluefish) to Northwest Territories Power Corporation. Bluefish is a 7.0 mega
volt-ampere hydroelectric power generating facility, located 25 miles northwest of
Yellowknife, which supplies power to the Companys Con mine. Sale consideration
included a non-interest bearing note for $10 million payable on December 31, 2004, the
supply of power to the Con mine, free of charge, equal to the historic generation profile
of Bluefish until December 31, 2004 (note 16 (b)) and the supply of power to the Con mine,
free of charge, at an annual rate of 5 million kilowatts and 18,000 kilo volt-ampere of
demand for a five year period from 2005 to 2009, (the power credits). The $10
million note receivable and the power credits were recorded at their fair values of $9.3
million and $7.0 million respectively. In addition, the Company recorded a deferred gain
of $7.0 million relating to the fair value consideration of the power credits. As the
power credits are consumed, the Company recognizes a corresponding gain in the statement
of operations. During the year ended December 31, 2003, approximately $2.7 million of the
fair value of the power credits was consumed and has been recorded in cost of sales and a
corresponding $2.7 million gain has been recorded in other income.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For
accounting purposes, the note receivable on the sale of Bluefish will be accreted to its
face value of $10 million over the period to its maturity. During 2003, the Company
accreted interest of approximately $0.3 million which has been recorded in other income.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | Investment
in Sherwood Mining Corporation:
|-- |  | ------------------------------------------

| | As
a result of the acquisition of Hope Bay Gold in May 2002 (note 2), the Company holds
40.21% of Sherwood Mining Corporation (Sherwood) and commenced equity
accounting in June 2002. The Company supplied services on a cost recovery basis to
Sherwood totaling $123,526 (2002  $916,341) during the year ended December 31, 2003.
As at December 31, 2003, the Company had received advances of $9,496 (2002 
$133,022) related to the planned exploration program in 2003.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

|6. |  | Inventory:
|-- |  | ----------

|                               
|-------------------------------
|
|                               
|Gold and silver                
|Materials and supplies (note 7)
|                               
|                               
|                               

|7. |  | Property,
plant and equipment:
|-- |  | ------------------------------

|                                                   
|---------------------------------------------------
|
|                                                   
|Producing:                                         
|Property, plant and equipment                      
|Deferred exploration and development               
|Accumulated depreciation, depletion and write-downs
|                                                   
|                                                   
|                                                   
|Non-Producing:                                     
|Property, plant and equipment                      
|Mineral properties                                 
|Accumulated depreciation and depletion             
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   

| | In
 the second quarter of 2003, the Company recorded a write down of $7.3 million to
reflect the revised forecast of cash flow from its Con Mine operations reducing capital
assets for the Con Mine by $5.0 million and supplies inventory by $2.3 million. In
addition, the Company increased the provision for reclamation and site closure for the
Con Mine by $0.5 million to reflect the lower number of gold ounces expected to be
produced over the remaining life of the mine. On August 25, 2003, the Company made the
decision to terminate mining from its underground operations at the Con Mine in November
2003. As a result of this decision, severance and closure costs of approximately $5.0
million were incurred and paid in the year ended December 31, 2003. These costs relate to
severance payments made to employees as well as unrealized gold forward contract losses
resulting from reduced gold production forecast impact on the assessment of hedge
effectiveness. Mining will continue from the Giant Mine and ore will continue to be
processed at the Con Mine milling facility. In the fourth quarter, the Company recorded a
further write down of $0.5 million on supplies inventory.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

|8. |  | Cash
collateral deposits:
|-- |  | -------------------------

| | The
Company has established the following cash deposits with chartered banks to serve as
collateral for letters of credit pledged in favour of various governmental agencies and
others under several water licenses and mineral exploration and mining agreements. The
deposits are invested in guaranteed investment certificates and bear interest at market
rates. These funds will be returned to the Company upon completion of reclamation of the
properties to which they relate.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                        
|----------------------------------------
|
|                                        
|Con Mine water license (note 16(d))     
|Bluefish water license                  
|Giant Mine water license                
|Con Mine road permit                    
|Golden Eagle reclamation                
|Talapoosa reclamation                   
|Hope Bay water licenses and land permits
|                                        
|                                        
|                                        

|9. |  | Other
assets:
|-- |  | -------------

|           
|-----------
|
|           
|Investments
|Other      
|           
|           
|           

|10. |  | Share
capital:
|--- |  | --------------

| | (a) |  | Authorized:
| | --- |  | -----------

| | 500,
common shares without par value.
| | -------------------------------------

| | (b) |  | Issued:
| | --- |  | -------

|                                                              
|--------------------------------------------------------------
|
|
|                                                              
|Balance December 31, 2001                                     
|                                                              
|Issued:                                                       
|Common shares, net of issue costs                             
|Conversion of special warrants into common shares             
|Future income tax effect of flow-through shares               
|Common shares issued for acquisition of Hope Bay Gold (note 2)
|Common shares to be issued for acquisition of Hope Bay Gold   
|On exercise of warrants                                       
|On exercise of stock appreciation rights                      
|On exercise of stock options                                  
|                                                              

15

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

|                                               
|-----------------------------------------------
|
|
|                                               
|Balance, December 31, 2002, carried forward    
|Issued:                                        
|Common shares, net of costs                    
|Future income tax effect of flow-through shares
|On exercise of warrants                        
|On exercise of stock options                   
|                                               
|Balance December 31, 2003                      
|                                               

| | On
March 11, 2002, the Company completed a private placement of 2,666,666 flow-through common
shares at a price of $1.50 per common share. The agent for the flow though share offering
received commissions of $260,000 on closing and an option to purchase 186,666 common
shares at $1.50 per share that expires on March 11, 2004 of which 133,962 were exercised.
The fair value of these options at the grant date was $30,000 and has been shown on a net
basis in share capital.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
June 20, 2002, the Company completed a private equity placement consisting of 12,500,000
units at a price of $2.00 per unit plus 2,500,000 flow-through common shares at a price of
$2.00 per share for gross proceeds of $30, through a syndicate of underwriters.
Each unit consists of one common share and one-half of one common share purchase warrant.
Each whole common share purchase warrant entitles the holder to acquire one additional
common share at a price of $2.50 until June 20, 2003 which expired unexercised. The
syndicate of underwriters received a 6% commission totalling $1,800,000 on closing and an
option to purchase 900,000 common shares at $2.03 per share until June 20, 2003 which
expired unexercised. The fair value of these options at the grant date was $125,000 and
has been recorded on a net basis in share capital.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
December 19, 2002, the Company completed a private placement of 2,306,699 flow-through
common shares at a price of $1.50 per common share. The agent for the flow-though share
offering received commissions of $192,000 on closing and an option to purchase 128,000
common shares at $1.50 per share that expired on December 19, 2003 which was exercised
prior to expiry. The fair value of these options at the grant date was $33,000 and has
been recorded on a net basis in share capital.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
June 25, 2003, the Company completed a private placement of 3,572,000 flow-through common
shares at a price of $2.10 per common share. The Company must incur Canadian exploration
expenditures as defined in the Income Tax Act (Canada) in the amount of $7,501,200 by
December 31, 2004. The underwriter for the flow-though share offering received commissions
of $437,850 on closing and an option to purchase 208,500 common shares at $2.10 per share
that expires on June 25, 2004. The fair value of these options at the grant date was
$75,000 and has been shown on a net basis in share capital.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
August 14, 2003, the Company completed a public offering of 16,700,000 common shares at a
price of $2.10 per share for gross proceeds of $35,070,000. The underwriters received
commissions of $1,753,500 and an option to purchase 835,000 common shares at $2.10 per
share that expires on February 14, 2005. The fair value of these options at the grant date
was $410,000 and has been shown on a net basis in share capital.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
December 10, 2003, the Company completed a private placement of 4,151,574 flow-through
common shares at a price of $3.65 per common share and 1,500,000 units at a price of $3.05
per unit for gross proceeds totalling $19,728,245. Each unit consisted of one common share
and one-half of one common share purchase warrant. In consideration for their services the
underwriters received $922,250 and broker warrants exercisable to purchase 265,000
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

| | 2005.
common shares at $3.05 per common share until June 10, 2005.                       The
fair value of these warrants at the grant date was $156,000 and has been
                    shown on a net basis in share capital. The Company must incur
Canadian                     exploration expenditures as defined in the Income Tax Act
(Canada) in the amount                     of $15,153,245 by December 31, 2004.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | Stock
options:
| | --- |  | --------------

| | Stock
options are granted at the closing market price of the common shares on the last trading
day before the date of grant. Options have a maximum term of ten years and usually
terminate 30 days following the termination of the optionees employment. The
vesting periods of stock options granted vary with terms determined by the Board of
Directors. At December 31, the Company had stock options outstanding as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                           
|---------------------------
|
|                           
|
|                           
|Outstanding, beginning     
|of year                    
|Granted                    
|Converted on acquisition of
|Hope Bay Gold (note 2)     
|Exercised                  
|Forfeited or expired       
|                           
|Outstanding, end of year   
|                           

| | During
the year ended December 31, 2003, no compensation costs were recorded in the statement of
operations for options granted to employees. Had compensation costs been determined using
the fair value based method at the grant dates for awards under the Plan, the
Companys pro forma net earnings, earnings per share and fully diluted earnings per
share would have been as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                      
|------------------------------------------------------
|
|                                                      
|Pro forma earnings (loss)                             
|Pro forma earnings (loss) per share, basic and diluted
|                                                      

| | The
compensation costs reflected in these pro forma amounts were calculated using the
Black-Scholes option pricing model assuming a risk-free interest rate of 4.3%, a dividend
yield of 0%, an expected volatility of 55% and expected lives of stock options of 5 years.
As at December 31, 2003, 3,807,339 options were fully vested and expire as follows:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    
|----
|
|    
|2004
|2005
|2006
|2007
|2008
|    

| | Subsequent
to December 31, 2003, the Company granted 2,664,060 stock options at an average price of
$3.10.
| | ----------------------------------------------------------------------------------------------------------

17

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

| | (d) |  | Warrants
and brokers compensation options:
| | --- |  | ------------------------------------------

| | At
December 31, the Company had warrants and brokers compensation options outstanding as
follows:
| | -------------------------------------------------------------------------------------------------

|                           
|---------------------------
|
|                           
|
|                           
|Outstanding, beginning     
|of year                    
|Granted                    
|Converted on acquisition of
|Hope Bay Gold (note 2)     
|Exercised                  
|Forfeited or expired       
|                           
|Outstanding, end of year   
|                           

|11. |  | Income
and resource taxes:
|--- |  | --------------------------

| | At
December 31, 2003, the Company has unused tax loss carry forwards in Canada of $33.8
million (2002  $29.0 million) expiring between the years 2004 and 2010 which are
available to reduce taxable income and capital losses of $59.5 million (2002  $43.7
million) which are available indefinitely, but can only be utilized against capital gains.
The ability of the Company to utilize the loss carry forwards and the capital losses is
not considered more likely than not and therefore a valuation allowance has been provided
against the tax assets.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
tax effect of the significant components within the Companys future tax asset
(liability) at December 31 were as follows:
| | ------------------------------------------------------------------------------------------------------------------------------

|                             
|-----------------------------
|
|                             
|Loss carry-forwards          
|Capital losses               
|Property, plant and equipment
|Canadian mining royalty      
|Canadian resource deductions 
|Reclamation liabilities      
|Equity investment            
|Other                        
|                             
|                             
|Valuation allowance          
|                             
|Net future tax asset         
|                             

|                                                     
|-----------------------------------------------------
|
|                                                     
|Future income tax liability of Hope Bay Gold (note 2)
|Future income tax liability on flow-through shares   
|                                                     
|Net future income tax liability                      
|                                                     

18

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

| | The
income tax expense differs from the amounts computed by applying the combined federal and
provincial income tax rate of 34.1% (2001  43.1%) to pretax losses as a result of
the following:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                           
|-----------------------------------------------------------
|
|                                                           
|Earnings (losses) before equity loss and income taxes      
|                                                           
|Computed "expected" tax expense (recovery)                 
|Adjustment to income taxes resulting from change in        
|valuation allowance                                        
|Adjustment to future tax assets and liabilities for enacted
|changes in tax rates                                       
|US losses not recognized                                   
|Canadian mining royalty pools not recognized               
|Share issue costs                                          
|Losses expired                                             
|Capital taxes                                              
|Other                                                      
|                                                           
|Income taxes                                               
|                                                           

|12. |  | Pension
plan and other post-retirement benefits:
|--- |  | ------------------------------------------------

| | The
Company has four defined benefit pension plans covering substantially all of the employees
at the Con Mine and the Giant Mine. These plans are funded on an ongoing basis, based on
periodic actuarial valuations and statutory requirements. In addition, the Company, by
practice, provides for other post-retirement benefits. The ultimate liability for these
benefits is estimated for accounting purposes on an ongoing basis using periodic actuarial
calculations.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Summary
information related to the defined benefit pension plans and other benefits are as
follows:
| | ---------------------------------------------------------------------------------------------------

|                                  
|----------------------------------
|
|
|                                  
|Accrued benefit obligation        
|Fair value of plan assets         
|                                  
|Funded status surplus (deficit)   
|Unamortized past service costs    
|Unamortized experience loss (gain)
|                                  
|Accrued benefit asset (liability) 
|                                  

19

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

| | Reconciliation
of accrued benefit obligation:
| | ---------------------------------------------

|                                       
|---------------------------------------
|
|
|                                       
|Balance, beginning of year             
|Current service cost                   
|Interest cost                          
|Benefits paid                          
|Plan improvement                       
|Actuarial gains (losses)               
|Gain due to curtailment                
|                                       
|Accrued benefit obligation, end of year
|                                       

| | Reconciliation
of plan assets:
| | ------------------------------

|                                      
|--------------------------------------
|
|
|                                      
|Fair value, beginning of year         
|Actual return on plan assets          
|Employer contributions                
|Benefits paid                         
|                                      
|Fair value of plan assets, end of year
|                                      

| | Pension
expense during the year for the pension plans was $1,984,000 (2002  $803,000). Other
benefit plans recovery for the year is $970,300 (2002  $158,400). Pension expense
for the year was comprised of the following:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                         
|-----------------------------------------
|
|                                         
|Current service cost                     
|Interest cost                            
|Expected return on plan assets           
|Amortization of experience gains/(losses)
|Amortization of past service costs       
|                                         
|Loss due to curtailment                  
|                                         
|                                         
|                                         

| | In
two (2002  two) of the defined benefit pension plans, the accrued benefit obligation
exceeds the fair value of plan assets at year-end by $2,829,000 (2002  $4,433,000).
Payments are being made to fund the excess of the accrued benefit obligation over the fair
value of plan assets in accordance with applicable legislation. For purposes of measuring
other benefits, an 80% probability was assigned to termination of employees in five years
due to mine closure.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
significant actuarial assumptions used in 2003 and 2002 in the measurement of the
Companys benefit obligation are shown in the following table:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

|                                                
|------------------------------------------------
|
|                                                
|Discount rate                                   
|Expected long-term rate of return on plan assets
|Weighted average rate of compensation increase  
|                                                

20

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

|13. |  | Business
segments:
|--- |  | ------------------

| | (a) |  | Reportable
Segments  The Companys operating mine produces gold and
                    is located in Canada. Hope Bay is an exploration stage gold property
located in                     Canada. Reportable assets and revenues do not differ
materially from the amounts                     disclosed in these consolidated financial
statements, as there are no material                     inter-segment sales.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | Geographic
Segments  The Company operates in Canada.
| | --- |  | -----------------------------------------------------

| | The
Companys property, plant and equipment and expenditures, revenues and earnings
(loss) before equity loss and income taxes by operating and geographic segment are as
follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                
|----------------
|
|                
|Gold operations 
|Gold exploration
|Other           
|                
|                
|                

|                
|----------------
|
|                
|Gold operations 
|Gold exploration
|Other           
|                
|                
|                

|14. |  | Financial
risk management:
|--- |  | --------------------------

| | (a) |  | Gold
hedging:
| | --- |  | -------------

| | In
order to manage its exposure to fluctuations in the price of gold, the Company enters into
fixed forward, spot deferred and options contracts in the course of its business. Forward
sales agreements obligate the Company to sell gold at a specified price on a specified
date. Spot deferred contracts allow the Company to defer the delivery of gold under the
contracts to a later date at the original contract price plus the prevailing premium
(contango) at the time of the deferral, thereby allowing the Company to participate in
current market price increases while providing future downside protection. Put options
provide the holder with the right, but not the obligation, to sell gold at the contract
price. Call options written provide the holder with the right, but not the obligation, to
purchase gold at the contract price.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Board of Directors has approved a hedging policy and reviews the Companys hedging
position periodically. As at December 31, 2003, the Company had entered into the following
gold contracts:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    
|----
|
|    
|2004
|    

21

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

| | (b) |  | Credit risks:
| | --- |  | -------------

| | The
Companys ability to realize on the above contracts is dependent upon the ability of
the counter-parties to perform in accordance with the terms of the agreements. The Company
deals only with major financial institutions with investment grade credit ratings and does
not expect any counter-parties to fail to meet their obligations.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|15. |  | Financial
instruments:
|--- |  | ----------------------

| | Fair
value estimates are made at the balance sheet date, based upon relevant market information
and information about the financial instrument. These estimates are subjective in nature
and involve uncertainties in significant matters of judgement. Changes in assumptions and
market conditions could significantly affect these estimates. Factors used in determining
the fair value of gold call options are the contracted sales price of gold in comparison
to current spot price and the probability of movements in the price of gold over the term
of the option. As at December 31, 2003, the combination of the spot price of U.S. 415
per ounce and the probability of future price changes has had a significant effect on the
fair value of gold call options sold. However, the effect of the probability of future
price changes on the fair value estimate diminishes over the life of the option. The
carrying values of all financial instruments approximated fair values, except the
investment in Sherwood and derivative instruments. In addition, the fair value of the
investment in Northern Orion is undeterminable due to the inherent difficulty in the
determination of the fair value of such an instrument.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
fair value excess (deficiency) of derivative instruments and the fair values based on the
quoted market values and carrying values of the investment in Sherwood and other assets,
at December 31 are as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                       
|-----------------------
|
|
|                       
|Investment in Sherwood 
|Other assets           
|Derivatives:           
|Gold forward sales cont
|Gold calls sold        
|                       

| | The
Company has an agreement with a financial institution for the purchase and sale of swaps
and derivatives that contains certain financial covenants that the Company must maintain
with respect to net tangible assets, current ratio, total liabilities, trade creditors and
liquid assets. If the Company fails to meet any of these covenants, the financial
institution has the right to demand payment of the net value of any contracts that are
outstanding at the time of default. As a result of the termination of underground mining
at the Con mine, the Company was in breach of certain of these financial covenants.
However, the financial institution has agreed in writing to modify the affected covenants
for a period of time which the Company believes is sufficient in order for the Company to
comply with the covenants.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|16. |  | Commitments
and contingencies:
|--- |  | ------------------------------

| | (a) |  | Miramar
Con Mine Ltd. (MCML) is committed to the purchase of                $780,000
of liquid oxygen per annum through 2007, subject to an ongoing purchase
               option in the Companys favour at the discounted value of the
remaining                payments.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

| | (b) |  | As
part of the arrangement to sell Bluefish described in note 4, the Company has
               entered into an indemnity agreement with NERCO Minerals Company
               (NERCO), the previous owners of the Con Mine, in which the
Company                agrees to hold NERCO harmless against any future third party
claims that relate                to environmental conditions of the Con Mine. The terms
of the indemnity                agreement provide for no limitation to the maximum
potential future payments                under the guarantee. The Company has not
provided for any current carrying                amount of the liability, contingent or
otherwise, for the obligations under the                guarantee. The Company has
granted the indemnification in order to allow NERCO                to release a similar
guarantee provided by Red Lion Management Ltd. (Red                Lion) in
connection with the acquisition of the Con Mine. Red Lion held a                security
interest in all the assets of the Con Mine, including the Bluefish                assets,
as collateral for the indemnity against environmental liability given to
               NERCO. As security for the indemnification given to NERCO, the Company has
               granted a security interest on the Con Mine assets to NERCO and agreed
that the                net proceeds from the sale of these assets will be placed in a
reclamation                security trust, to be used to pay for the eventual reclamation
of the mine.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | As
a condition of the acquisition of the Giant Mine assets, Miramar Giant Mine
               Ltd. (MGML) has established cash collateral security of
$200,000                (note 8) and has issued promissory notes payable in the
total amount of                $6.8 million as security under the existing water
licence. The promissory                notes are secured solely by the Giant Mine assets
and are due only from MGML                upon default of the Reclamation Security
Agreement (RSA). No value                has been ascribed to this security
interest in the consolidated financial                statements. The amendment to the
RSA completed in November 2001 provided that                MGML continue to operate the
mine and hold the property in compliance with                environmental requirements
for an indefinite term. In compensation for                environmental and holding
costs, MGML will be reimbursed $300,000 monthly by                Department of Indian
Affairs and Northern Development (DIAND).                Termination of the
RSA agreement by MGML requires written notice one month prior                to
termination date.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | On
August 8, 2000, MCML received a renewal water licence for the Con Mine issued
               under the Northwest Territories Waters Act. This licence expires on July
29,                2006. As a condition of a water license held by the MCML, the Company
maintains                security deposits for the cost of future reclamation. On April
4, 2003, the                Company completed an agreement with DIAND the to fund
security deposits by                assigning the Companys right to $10 million
receivable from the Northwest                Territories Power Corporation (note 4) in
connection with the sale of Bluefish                and assigning the $10 million
promissory note receivable from the Northwest                Territories Power
Corporation to DIAND. The proceeds, once received by DIAND,                are to be
deposited in a reclamation security trust established by the Company.                The
Company will also maintain the existing bond of $1.5 million (note 8) until
               such time as the reclamation security trust contains $9 million or such
other                amount as is required by the terms of the Water License as security.
The                reclamation security trust will be used to fund the reclamation of the
site on                completion of operations.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) |  | In
1995, the Company entered into a joint exploration transaction with an
               investor that resulted in the sale of an interest in the assets comprising
the                Con Mine. The transaction was based upon an independent valuation
prepared for                the Company. In 2000, Canada Revenue Agency (CRA)
issued a                re-assessment notice challenging the valuation that formed the
basis for this                transaction. This re-assessment does not give rise to any
taxes payable by the                Company. However, as part of the transaction in 1995,
the Company agreed to                compensate the investor for any shortfall in the
value of the assets transferred                to a maximum of $2.7 million plus accrued
interest, which amounts to                approximately $1.8 million at December 31,
2003, such amounts to be payable                should a ruling denying the transfer of
certain tax pools be made against the                Company. The Company has requested
certain information from CRA and is awaiting                a response. While management
intends to strenuously defend the independent                valuation, the outcome of
this issue is not yet determinable. No provision for                these costs has been
recorded at December 31, 2003.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

---

MIRAMAR MINING CORPORATION 
Notes to the Consolidated Financial Statements
(expressed in thousands of Canadian dollars) 

Years ended December 31, 2003 and 2002

| | (f) |  | In
October 2002, the Company entered into a long-term lease for office space for
               its corporate and exploration office. The Company has minimum commitments
under                operating leases for its premises totalling approximately $225,000
annually for                ten years.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) |  | On
November 17, 2003, the Company entered into a letter agreement with Kinross
               Gold Corporation whereby the Company has the option to earn a 60% interest
in                the George and Goose Lake projects in Nunavut. Under the terms of the
letter                agreement, the Company would earn a 60% interest in the properties
and related                rights and facilities by spending a total of $25 million over
a 30 month period.                Subsequent to December 31, 2003, a formal agreement was
finalized and executed.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24

---

3.  
SUPPLEMENTARY INFORMATION
RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

---

---

`MIRAMAR MINING CORPORATION
Supplementary Information, Page 1
Reconciliation with United States Generally Accepted Accounting Principles
(Dollar amounts expressed in thousands of Canadian dollars,
except per share amounts)

Years ended December 31, 2003 and 2002
================================================================================


Miramar Mining Corporation (the "Company") follows generally accepted accounting
principles in Canada  ("Canadian  GAAP") which are different in certain respects
from those  applicable  in the United States  ("U.S.  GAAP") and from  practices
prescribed by the United States Securities and Exchange Commission. The material
measurement  differences between Canadian GAAP and U.S. GAAP with respect to the
Company's consolidated financial statements are as follows:

(a)  Stock-based compensation:

     Under U.S. GAAP,  entities are encouraged to adopt a fair value methodology
     of accounting for stock-based compensation.  As permitted by U.S. GAAP, the
     Company   has   elected  to  continue   measuring   employees   stock-based
     compensation costs using the intrinsic value based method of accounting.

     Under the intrinsic value method,  compensation cost is the excess, if any,
     of the  quoted  market  value of the stock at grant date over the amount an
     employee must pay to acquire the stock.  As the exercise  prices of options
     granted by the Company to employees and directors  approximate market value
     at the grant date,  the Company has  determined  that the  adoption of this
     accounting policy for U.S. GAAP purposes does not result in a Canadian/U.S.
     GAAP difference.

     Stock options granted to non-employees for services rendered to the Company
     are required to be accounted  for based on a fair value  methodology.  This
     method is similar to the Canadian GAAP standard  adopted for grants made on
     or after January 1, 2002,  and, as such, does not result in a Canadian/U.S.
     GAAP difference for the years presented.

     In prior  years,  the  Company  had  issued  stock  options  that  could be
     exercised as share  appreciation  rights providing for an optionee to elect
     to terminate options and to receive an amount in common shares equal to the
     difference between the fair market value at the time of termination and the
     exercise price for those options  terminated.  Under U.S. GAAP, such rights
     are considered to be compensatory in nature and the changes in the value of
     shares issuable as stock  appreciation  rights are recognized on an ongoing
     basis by a charge or credit to income. During 2002, the Company removed the
     stock  appreciation  rights from its stock option plan for all  outstanding
     employee stock options. Accordingly,  under Canadian GAAP, such options are
     not considered to be stock  appreciation  rights at the date of adoption of
     the new Canadian  standard.  However,  a charge  (credit) to  operations of
     $1,234 in 2002 would be required  under U.S. GAAP  reflecting the effect of
     changes  in the  market  price of the  Company's  shares to the date of the
     removal of the rights.

     Effective  January 1, 2004,  the Company is adopting  the amended  Canadian
     accounting standard for stock-based compensation which will require the use
     of  the  fair  value  method  to  calculate  all  stock-based  compensation
     associated  with  granting  stock  options.  This  standard will be applied
     retroactively to all grants made on or after January 1, 2002.

     For purposes of the reconciliation to U.S. GAAP, the Company plans to adopt
     the  fair  value  method  in  accordance  with  the  modified   prospective
     transition   provisions  pursuant  to  Statement  of  Financial  Accounting
     Standards No. 148,  "Accounting for  Stock-Based  Compensation - Transition
     and  Disclosure".  Accordingly,  adoption  of these new  Canadian  and U.S.
     standards  is not  expected to result in a  significant  difference  in the
     impact  on  net  income  (loss)  arising  from   stock-based   compensation
     arrangements.




MIRAMAR MINING CORPORATION
Supplementary Information, Page 2
Reconciliation with United States Generally Accepted Accounting Principles
(Dollar amounts expressed in thousands of Canadian dollars,
except per share amounts)

Years ended December 31, 2003 and 2002
================================================================================



     (b)  Mining and mineral property assets:

          U.S. GAAP requires that the carrying value of long-lived assets,  such
          as property,  plant and equipment, be reviewed for impairment whenever
          events or changes in  circumstances  indicate that the carrying amount
          of an asset may not be  recoverable.  In  performing  the  review  for
          recoverability,  the  Company is to  estimate  the  future  cash flows
          expected  to  result  from  the  use of the  asset  and  its  eventual
          disposition.   If  the  sum  of  the   expected   future   cash  flows
          (undiscounted  and without interest charges) is less than the carrying
          amount of the asset, an impairment loss is recognized.  SEC staff have
          interpreted U.S. GAAP to require that mineral property exploration and
          land use  costs  must be  expensed  as  incurred,  until  commercially
          mineable   deposits  are  determined  to  exist  within  a  particular
          property,  as cash flows cannot be reasonably  estimated prior to such
          determination.  Accordingly,  for U.S. GAAP purposes,  for all periods
          presented,  the  Company has  expensed  all land use costs for mineral
          properties and deferred  exploration costs, that have been incurred by
          the Company or its equity investees,  for which commercially  mineable
          revenues,  as defined,  do not exist.  For Canadian  GAAP,  cash flows
          relating  to  mineral  property  exploration  and land use  costs  are
          reported as investing activities.  For U.S. GAAP, these costs would be
          characterized as operating activities.

          As a result of expensing exploration costs of $18,349 (2002 - $8,851),
          the related  future income tax liability  recorded under Canadian GAAP
          is reversed by crediting  share capital.  As such,  total  liabilities
          would be decreased by $9,588 (2002 - $6,735) and shareholders'  equity
          would increase by $9,588 (2002 - $6,735).

     (c)  Derivative financial instruments:

          Effective January 1, 2001, the Company adopted FASB Statement No. 133,
          "Accounting for Derivative  Instruments and Hedging Activities" ("SFAS
          133"), and the  corresponding  amendments under FASB Statement No. 138
          ("SFAS 138"). SFAS 133 and 138 requires that all derivative  financial
          instruments  that do not  qualify as a hedge be measured at fair value
          and recognized in the financial  statements  regardless of the purpose
          or  intent  for  holding  them.  Changes  in the  fair  value  of such
          derivative  financial  instruments  are  recognized   periodically  in
          income.  For U.S.  GAAP,  all written call options sold are carried at
          fair value with the changes in fair value recorded to operations.  The
          Company  has  determined  that its  gold  forward  contracts  meet the
          definition  of normal sales  contracts as the  obligations  are met by
          physical  delivery of gold,  and therefore are excluded from the scope
          of SFAS No. 133 and 138.

     (d)  Flow-through equity financing:

          Under Canadian income tax legislation, a company is permitted to issue
          shares whereby the company agrees to incur qualifying expenditures and
          renounce  the related  income tax  deductions  to the  investors.  The
          Company  has  accounted  for  the  issue  of  flow-through  shares  by
          crediting  share capital for the amount of the proceeds  received,  in
          accordance with Canadian GAAP.





MIRAMAR MINING CORPORATION
Supplementary Information, Page 3
Reconciliation with United States Generally Accepted Accounting Principles
(Dollar amounts expressed in thousands of Canadian dollars,
except per share amounts)

Years ended December 31, 2003 and 2002
================================================================================


     (d)  Flow-through equity financing (continued):

          For U.S. GAAP,  the amount  received by the Company on the issuance of
          flow-through  shares in excess of the fair  value of common  shares is
          required to be credited to liabilities and included in operations over
          the period in which the  Company  incurs the  qualified  expenditures.
          During 2003, total  flow-through  share premiums  received were $4,221
          (2002 - $1,317),  of which $1,186  relates to  qualified  expenditures
          made in 2003 (2002 - $1,138) and, therefore,  would have been credited
          to earnings  under U.S.  GAAP as a deferred  tax  benefit,  and $3,035
          would remain in  liabilities  at December 31, 2003 (2002 - $179) under
          U.S.  GAAP.  In addition,  the $179 premium  liability at December 31,
          2002  would  be  credited  to  earnings  in  2003  as  the   qualified
          expenditures were made in 2003.

          Also, notwithstanding there is no specific contractual restrictions or
          requirements  to segregate  the funds  received  for the  flow-through
          shares,  funds that are unexpended at the  consolidated  balance sheet
          dates are considered to be restricted  funds and are not considered to
          be cash or cash equivalents under the SEC staff interpretation of U.S.
          GAAP.  Such amounts would be required to be disclosed  separately in a
          consolidated  balance sheet prepared in accordance  with U.S. GAAP. As
          at December 31, 2003, unexpended flow-through funds were $14,769 (2002
          - $4,834).

     (e)  Investments:

          Under Financial  Accounting  Standards No. 115 "Accounting for Certain
          Investments in Debt and Equity  Securities" ("FAS 115"), the Company's
          portfolio investments and marketable securities would be classified as
          available-for-sale  securities  and carried at fair value.  Unrealized
          holding gains and losses on available-for-sale securities are excluded
          from earnings under U.S. GAAP and reported in a separate  component of
          shareholders' equity until realized net of the related tax effect.

     (f)  Revenue recognition:

          Under Canadian GAAP, the Company  recognizes revenue on production and
          records its gold bullion  inventory at net realizable value. SEC staff
          interpretations of U.S. GAAP require gold bullion to be carried at the
          lower of cost of production and net realizable  value. The Company has
          determined that the adoption of this  accounting  policy for U.S. GAAP
          purposes does not result in a material Canadian/U.S. GAAP difference.

     (g)  Accounting for asset retirement obligations:

          In June 2001, the Financial Accounting Standards Board ("FASB") issued
          Statement of Financial  Accounting  Standards No. 143, "Accounting for
          Asset  Retirement  Obligations"  ("SFAS  143").  SFAS 143 requires the
          Company to record the fair value of an asset retirement  obligation as
          a  liability  in the  period  in  which it  incurs a legal  obligation
          associated  with the  retirement  of tangible  long-lived  assets that
          result from the acquisition,  construction,  development and/or normal
          use of the assets.  The Company  also  records a  corresponding  asset
          which  is  amortized  over the life of the  asset.  Subsequent  to the
          initial measurement of the asset retirement obligation, the obligation
          will be  adjusted  at the end of each period to reflect the passage of
          time  (accretion  expense)  and changes in the  estimated  future cash
          flows underlying the obligation  (asset retirement cost). For purposes
          of the reconciliation,  the Company adopted SFAS 143 effective January
          1, 2003.





MIRAMAR MINING CORPORATION
Supplementary Information, Page 4
Reconciliation with United States Generally Accepted Accounting Principles
(Dollar amounts expressed in thousands of Canadian dollars,
except per share amounts)

Years ended December 31, 2003 and 2002
================================================================================


     (g)  Accounting for asset retirement obligations (continued):

          Canadian  GAAP  requires the Company make an estimation of future site
          reclamation   costs  based  on  undiscounted   future  cash  outflows.
          Previously,  US accounting principles for asset retirement obligations
          were comparable to Canadian accounting principles.

          Under U.S. GAAP, on January 1, 2003, the Company would have recorded a
          gain of $1,708 as the  cumulative  effect of the change in  accounting
          principle, a net increase of $607 to property, plant and equipment and
          a reduction of the provision for site closure and reclamation costs of
          $1,101  to  reflect  the  effect  of  this  change  in the  method  of
          accounting for asset  retirement  obligations  compared to the amounts
          previously  recorded in the Company's  financial  statements  prepared
          under Canadian and U.S. GAAP.

          For the year ended  December 31, 2003,  the  application  of the asset
          retirement  obligation standard in U.S. GAAP to the Company would have
          decreased site closure and  reclamation  costs recorded under Canadian
          GAAP by  $861,  and  increased  the  provision  for site  closure  and
          reclamation  costs with  respect to  accretion  by $659 and  increased
          depreciation  expense with respect to  amortization of the increase in
          property, plant and equipment by $243.

          The continuity of the reserve for site closure and  reclamation  costs
          under  U.S.  GAAP for the year  ended  December  31,  2003 would be as
          follows:


-----------------------------------------------------------------------------
 Balance, December 31, 2002                                       $    9,142
 Impact of adoption of SFAS No. 143                                   (1,101)
-----------------------------------------------------------------------------
 Opening balance after cumulative effect of change in
    accounting policy                                                  8,041

 Liabilities incurred in the current year                                  -
 Site closure and reclamation costs incurred                            (172)
 Accretion expense                                                       659
-----------------------------------------------------------------------------
 Balance, December 31, 2003                                       $    8,528
-----------------------------------------------------------------------------


          Effective  January 1, 2004,  the Company is adopting  the new Canadian
          accounting  standard  for  asset  retirement  obligations,   which  is
          substantively  the  same as SFAS  143.  On  adoption  of the  Canadian
          standard, the amount of the adjustment to site closure and reclamation
          costs will be  measured  retroactively  and  recognized  on January 1,
          2004.  Accordingly,  the above difference  between Canadian and United
          States  accounting  principles  will be eliminated for 2004 and future
          periods.

     (h)  Impact of recent United States accounting pronouncements:

          (i)  During  2003,  FASB  issued  Financial   Interpretation  No.  46,
               "Consolidation  of Variable Interest  Entities",  which addresses
               the consolidation of variable interest entities  (including those
               referred to as  "Special-Purpose  Entities").  The  provisions of
               this  interpretation,  as  revised,  would be  effective  for the
               Company in the three month period  ending March 31, 2004.  As the
               Company does not currently  hold  interests in variable  interest
               entities,  adoption of the provisions of this  Interpretation are
               not expected to impact the consolidated financial statements.




MIRAMAR MINING CORPORATION
Supplementary Information, Page 5
Reconciliation with United States Generally Accepted Accounting Principles
(Dollar amounts expressed in thousands of Canadian dollars,
except per share amounts)

Years ended December 31, 2003 and 2002
================================================================================


     (h)  Impact of recent United States accounting pronouncements (continued):

          (ii) In November  2002,  the EITF  reached a consensus on Issue 00-21,
               "Revenue Arrangements with Multiple Deliverables" ("EITF 00-21").
               This  consensus   addresses  issues  related  to  separating  and
               allocating value to the individual  elements of a single customer
               arrangement  involving  obligations  regarding multiple products,
               services, or rights which may be fulfilled at different points in
               time or over  different  periods of time.  EITF 00-21 guidance is
               applicable  for  arrangements  entered  into  in  fiscal  periods
               beginning after June 15, 2003. The adoption of EITF 00-21 has not
               had a material  effect on the  Company's  consolidated  financial
               statements.

     The effect of the material  measurement  differences  between Canadian GAAP
     and U.S. GAAP on the amounts reported in the  consolidated  balance sheets,
     statements of operations and cash flows are as follows:

--------------------------------------------------------------------------------
Balance Sheets                                                 2003        2002
--------------------------------------------------------------------------------
Assets, under Canadian GAAP                                $244,118    $203,423
Mineral property exploration and development (b)            (41,135)    (22,787)
Adjustment to equity investment for mineral property
   exploration and development (b)                             (339)       (336)
Adjustment for unrealized holding gain (e)                    2,784       1,610
Addition to mineral property and development costs (g)          364           -
--------------------------------------------------------------------------------
Assets, under U.S. GAAP                                    $205,792    $181,910
--------------------------------------------------------------------------------
Liabilities, under Canadian GAAP                           $ 41,678    $ 40,755
Future income tax liability (b)                              (9,588)     (6,735)
Fair value of written call options (c)                          854       3,360
Premium on unexpended flow-through funds (d)                  3,035         179
Adjustment to provision for site closure and                 (1,303)          -
    reclamation costs (g)
--------------------------------------------------------------------------------
Liabilities, under U.S. GAAP                               $ 34,676    $ 37,559
--------------------------------------------------------------------------------
Shareholders' equity, under Canadian GAAP                  $202,440    $162,668
Mineral property exploration and development (b)            (41,135)    (22,787)
Adjustment to equity loss for mineral property
   exploration and development (b)                             (339)       (336)
Future income tax liability (b)                               9,588       6,735
Fair value of call options (c)                                 (854)     (3,360)
Premium on unexpended flow-through funds (d)                 (3,035)       (179)
Adjustment for asset retirement obligations (g)                 (41)          -
Adjustment for unrealized holding gain (e)                    2,784       1,610
Cumulative effect of change in accounting policy (g)          1,708           -
--------------------------------------------------------------------------------
Shareholders' equity, under U.S. GAAP                      $171,116    $144,351
--------------------------------------------------------------------------------






MIRAMAR MINING CORPORATION
Supplementary Information, Page 6
Reconciliation with United States Generally Accepted Accounting Principles
(Dollar amounts expressed in thousands of Canadian dollars,
except per share amounts)

Years ended December 31, 2003 and 2002
================================================================================


--------------------------------------------------------------------------------
                                                      Years ended December 31,
                                                      -----------------------
Statements of Operations                                       2003       2002
--------------------------------------------------------------------------------
Net earnings (loss) for the year,
   Canadian GAAP                                            $(17,555)  $    604
Change in fair value of share appreciation rights (a)              -     (1,234)
Mineral property exploration costs and writedowns (b)        (18,349)    (8,851)
Adjustment to equity loss for mineral property
   exploration and development (b)                                (3)      (336)
Premium on flow-through shares (d)                             1,365      1,138
Change in fair value of outstanding contracts (c)                  -         (9)
Change in fair value of written call options (c)               2,506     (2,455)
Adjustment for differences in asset retirement
   obligations (g)                                               (41)         -
--------------------------------------------------------------------------------
Loss for the year under U.S. GAAP before cumulative
   effect of change in accounting policy                     (32,077)   (11,143)
Cumulative effect of adjustment for change in
   accounting policy for site closure and
   reclamation costs (g)                                       1,708          -
--------------------------------------------------------------------------------
Loss for the year, U.S. GAAP                                 (30,369)   (11,143)

Other comprehensive income:
     Adjustment for unrealized holding gain (e)                1,174      1,610
--------------------------------------------------------------------------------
Comprehensive loss                                          $(29,195)  $ (9,533)
--------------------------------------------------------------------------------
Loss per share before cumulative effect of change
   in accounting policy, basic and diluted under
    U.S. GAAP                                               $  (0.24)  $  (0.12)
--------------------------------------------------------------------------------
Loss per share, basic and diluted under U.S. GAAP           $  (0.23)  $  (0.12)
--------------------------------------------------------------------------------


Diluted loss per share has not been presented as it would be anti-dilutive.


--------------------------------------------------------------------------------
                                                        Years ended December 31,
                                                        ------------------------
Statements of Cash Flows                                   2003            2002
--------------------------------------------------------------------------------
Cash provided by operating activities, under
   Canadian GAAP                                          $(12,022)     $ 8,025
Mineral property exploration and development
   expenditures (b)                                        (18,349)      (8,851)
--------------------------------------------------------------------------------
Cash used in operating activities, under U.S. GAAP        $(30,371)     $  (826)
--------------------------------------------------------------------------------
Cash used in investing activities, under Canadian
   GAAP                                                   $  3,889      $40,191)
Mineral property exploration and development
   expenditures (b)                                         18,349        8,851
--------------------------------------------------------------------------------
Cash used in investing activities, under U.S. GAAP        $ 22,238      $31,340)
--------------------------------------------------------------------------------
Cash provided by financing activities, under Canadian
   GAAP                                                   $ 61,696      $34,758
Change in restricted cash from issue of flow-through
   shares (d)                                               (9,935)      (4,143)
--------------------------------------------------------------------------------
Cash provided by financing activities, under U.S. GAAP    $ 51,761      $30,615
--------------------------------------------------------------------------------
Cash and cash equivalents end of year, under Canadian
   GAAP                                                   $ 69,921      $16,085
Restricted cash from issue of flow-through shares (d)      (14,769)      (4,834)
--------------------------------------------------------------------------------
Cash and cash equivalents end of year, under U.S. GAAP    $ 55,152      $11,251
--------------------------------------------------------------------------------`

---

4.  
          MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
 AND RESULTS OF
          OPERATIONS

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

# OVERVIEW

The Companys mining and
exploration assets are all gold assets in Canadas North. They include the Hope Bay
belt in Nunavut, an option on the George and Goose Lake projects in Nunavut and the Giant
Mine in Yellowknife in the Northwest Territories. The Company has built up considerable
experience in operations, exploration and logistics in the North as this is where the
Company has focused its activities.

# 2003 Highlights

| |  |  | Successful
exploration activity at Hope Bay resulting in a 25% increase in resources.
| | - |  | -------------------------------------------------------------------------------------

| |  |  | Drilling
at Madrid resulted in expansion of the mineralization at Suluk.
| | - |  | ------------------------------------------------------------------------

| |  |  | Deep
drilling at Boston resulted in a high-grade intercept well below previous defined
resources.
| | - |  | -------------------------------------------------------------------------------------------------

| |  |  | Completion
of an agreement on an option to earn 60% of the George and Goose Lake projects.
| | - |  | ------------------------------------------------------------------------------------------

| |  |  | Equity
financings of $62 million (net) completed during the year.
| | - |  | -----------------------------------------------------------------

| |  |  | Mining
terminated at the Con Mine in November as result of continued poor mining performance.
| | - |  | ---------------------------------------------------------------------------------------------

| |  |  | Production
of 84,269 ounces of gold at cash costs of US$380 per ounce.
| | - |  | ----------------------------------------------------------------------

| |  |  | Consolidated net loss of $17.6 million, $0.13 per share. Excluding write down, closure and
severance costs for Con Mine and gain related to future income taxes, the net loss was
$10.5 million, $0.08 per share.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During 2003, the major focus of the
Company continued to be the advancement of the Hope Bay project through exploration
drilling programs and the completion of a feasibility study for the development of the
Doris North deposit. The feasibility study demonstrated positive economics for a
small-scale operation on this high-grade deposit. Throughout the year, the Company worked
to advance the Doris North Project through the permitting process. The permitting process
in Nunavut is directed by the Nunavut Impact Review Board (NIRB). A draft
Environmental Impact Study (EIS) was submitted to NIRB during the first
quarter. During the third and fourth quarters the Company received comments from NIRB
which were incorporated into a final EIS and submitted in December. NIRB has scheduled
public hearings for June 2004 and the Company continues to anticipate that the Doris North
Mine could start operations in the fourth quarter of 2005.

25

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

Highlights of exploration activities
at Hope Bay included a number of intercepts from the Madrid area that resulted in
expansion of the mineralization in the Suluk deposit at strike and to depth as well as the
discovery of lenses to the south. These results, combined with new geologic models for the
balance of the Madrid area resulted in the definition of a lower grade, bulk tonnage
resource at Madrid. Further, exploration activities at Boston resulted in a significant
intercept (9.0 meters grading 54.7 g/t) which was encountered at approximately 1,000
meters below surface, well below previously defined resources.

In Yellowknife, operations
significantly underperformed forecast gold production due to ore losses, lower than
expected grade and reduced recoveries for both free milling and refractory ores at the Con
Mine. After a detailed review of the mines performance it was determined that
continuing operations at the Con Mine could not achieve the Companys stated goal of
generating positive free cash flow. As a result, underground mining activities at the Con
Mine were terminated at the end of November. The termination of mining at the Con Mine
resulted in the lay-off of approximately 200 employees. Mining operations are expected to
continue at Giant Mine with ore processed at the Con Mine mill facility. The completion of
the sale of the Bluefish hydroelectric facility in April has provided the required funding
for bonding requirements and future reclamation of the site.

# EARNINGS AND CASH FLOW

For the twelve months ended December
31, 2003, the net loss was $17.6 million or $0.13 per share. Excluding write down ($7.8
million), closure and severance ($5.0 million) and the gain related to future income taxes
($5.7 million), the net loss was $10.5 million or $0.08 per share. This compares with net
earnings of $0.6 million or $0.01 per share for the same period in 2002. The loss resulted
from significant underperformance of gold production from the Yellowknife operations
during the year. Gold production decreased in 2003 by 27% or 30,865 ounces resulting in
$14.2 million lower sales revenue. Higher gold prices partially offset the decrease in
production: the average gold sales price in 2003 was CAD$505 per ounce compared to CAD$461
per ounce in 2002, a $44 per ounce or 9% increase, contributing $3.7 million in additional
sales revenue.

26

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

Selected Financial Data
The following table summarizes total revenues and income (loss) over the last three fiscal
years.

|              | 2003 | 2002     | 2001
|------------- | ---- | -------- | ----
|              |     
|Total Revenue |      | $ 46,877 |     
|Income (Loss) |      | $(17,555 | )   
|Per Share     |      | $  (0.13 | )   

The following tables summarize total
revenue and income (loss) over the last eight fiscal quarters.

|              | 2003
|------------- | ----
|              |     
|
|Total Revenue |     
|Income (Loss) |     
|Per Share     |     

|              | 2002
|------------- | ----
|              |     
|
|Total Revenue |     
|Income (Loss) |     
|Per Share     |     

Free cash flow in 2003 was an outflow
of $15.7 million compared to inflow of free cash of $1.4 million for the same period in
2002. Free cash flow from operations is a non-GAAP measure of financial
performance which the Company uses to measure the net cash generated or used by its gold
mining operations, and is derived by subtracting cash invested in mine capital and
development at the Companys operating mines from cash from operations as shown in
the following table.

|                                                | 2003 | 2002   
|----------------------------------------------- | ---- | -------
|                                                |      |        
|Cash from operations                            |      | (12,022
|(Includes corporate general and administration) |     
|Less: mine capital and development              |      | (3,674 
|                                                |      |        
|Net free cash flow from gold operations         |      | (15,696
|                                                |      |        

27

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

# OPERATIONS OVERVIEW

# Revenue

For the twelve months ended December
31, 2003, the Company produced 84,269 ounces of gold compared to 115,134 ounces in 2002.
Revenue from gold sales was $42.6 million compared to $53.1 million in 2002. Included in
revenue in 2002 was an unrealized loss of $2.2 million on gold spot deferred contracts and
call options which reversed in 2003.

|                          | 2003 | 2002   
|------------------------- | ---- | -------
|                          |     
|Gold                      |      | $40,387
|Effects of hedging        |      | 2,165  
|                          |     
|Total gold sales          |      | 42,552 
|                          |     
|Interest and other income |      | 4,325  
|                          |     
|Revenue                   |      | $46,877
|                          |     

During 2003, the Company realized
US$352 per ounce of gold sold compared to US$293 per ounce realized in 2002. The average
price for gold in the spot market was US$364 per ounce in 2003. In Canadian dollar terms,
the realized price per ounce was $505 in 2003 as compared to $311 per ounce on the spot
market and $461 in the same period of 2002. Other income was $4.3 million in 2003 compared
to $0.9 million in the same period of 2002. Other income includes interest earned on
short-term cash investments and included in 2003 was the realization of a portion of the
gain on the power credits which were received as part of the sale of the Bluefish
hydroelectric facility as described in note 4 of the consolidated financial statements.

# Mining Operations

The Yellowknife mining operations,
consisting of the Con and Giant mines, fell significantly short of production targets with
shipments of 84,269 ounces at cash costs of US$380 per ounce during 2003. For the
corresponding period in 2002, operations produced and shipped 115,134 ounces at a cash
cost of US$246 per ounce.

|Yellowknife Operations        | 2003 | 2002   
|----------------------------- | ---- | -------
|                              |     
|Giant - Refractory            |      |        
|Tons of ore processed         |      | 73,508 
|Average grade (ounce per ton) |      | 0.353  
|Average recovery rate (%)     |      | 85.28  
|Ounces of gold recovered      |      | 22,103 
|Con - Free Milling            |     
|Tons of ore processed         |      | 137,109
|Average grade (ounce per ton) |      | 0.360  
|Average recovery rate (%)     |      | 90.46  
|Ounces of gold recovered      |      | 44,687 

28

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

|Yellowknife Operations                | 2003 | 2002      
|------------------------------------- | ---- | ----------
|                                     
|Con - Refractory                      |      |           
|Tons of ore processed                 |      | 56,645    
|Average grade (ounce per ton)         |      | 0.255     
|Average recovery rate (%)             |      | 83.01     
|Ounces of gold recovered              |      | 12,013    
|Arsenic tailings                      |     
|Tons of tailings processed            |      | 11,904    
|Ounces of gold recovered              |      | 3,300     
|Total ounces of gold recovered        |      | 82,102    
|                                     
|Total ounces of gold shipped          |      | 84,269    
|                                     
|Production Cost per Ounce Shipped $US |     
|Direct mining expense*                |      | $      367
|Deferred mining expense (net)         |      | (7        
|Work-in-progress inventory and other  |      | 8         
|                                     
|Cash operating cost                   |      | $      368
|                                     
|Depreciation                          |      | 24        
|Reclamation and mine closure          |      | 11        
|Other**                               |      | (1        
|                                     
|Total production cost                 |      | $      402
|                                     

|* |  | Excludes the
 non-cash  charge for "free" power as  described  below in Operating  Costs which is
offset by a gain of equal value in Other Income.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|** |  | Excludes write
down of assets and severance and closure costs.
|-- |  | --------------------------------------------------------------

Due to continued poor performance at
the Con Mine, management determined that operations could not achieve positive cash
generation. As a result, operations were terminated at the end of November 2003. Ongoing
operations will focus on mining and processing of Giant mine ores. For the year,
production from the Giant Mine was as planned. Total tons mined were 73,508 tons grading
0.353 opt or 94% of plan. The minor shortfall in tonnage was attributed to redirecting
activities to developing ore from C-Shaft third level for 2004 processing. As discussed
both Con free milling and refractory production were well below expectations. Free mill
tons mined and processed were 137,109 tons grading 0.360 opt or only 80% of plan. This
primarily resulted from significant losses within remaining remnant areas and termination
of mining in November. Con refractory also under performed, producing only 56,645 tons
grading 0.255 opt or 55% of plan. This significant shortfall resulted from the decision to
abandon mining in 2900 north and from ore losses within the AW trend.

The significant increase in direct
mining expenses per ounce of gold shipped in 2003 compared to 2002 is due primarily to
the significant shortfall in recovered ounces. Total Con Mine operating costs were higher
than in the previous period; however, the production shortfall was more significant as
the ton and ounce return for mining dollars spent was adversely impacted by lower

29

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

productivity for both free milling
and refractory ores. Operating costs were also impacted by higher labour benefit costs as
provided for in the new collective agreements signed in 2002. The increase in deferred
mining expenses resulted from lower produced ounces from the Con Mine to amortize
deferred development costs against. Total dollars deferred in the periods were similar,
reflecting similar development activities. The increase in work-in-progress inventory per
ounce over 2002 is the result of the build up of Con and Giant refractory ores stockpiled
during shutdown for which costs were deferred until consumed in 2003. Depreciation costs
decreased year over year, but increased on a cost per ounce basis due to significantly
lower units of production. Reclamation and mine closure costs includes an adjustment of
$0.5m as a result of the revised mine operating plan.

# Operating Costs

The cost of sales in 2003 was $45.9
million compared to $41.3 million in 2002. The increased cost of sales was the result of:
(1) a non-cash charge of $2.7 million for the realization of a portion of the gain on
free power received as part of the sale of the Bluefish hydroelectric facility
as described in note 4 of the 2003 consolidated financial statements. This charge is
offset by a gain on the transaction recorded in other income for the same amount; (2)
consumption of work-in-progress inventory which was built up in 2002 for which costs were
deferred until consumed in 2003, and (3) offset by decreased labour costs as a result of
workforce reduction in the third and fourth quarters. General and administrative expenses
in 2003 were $4.2 million compared to $3.3 million in 2002; of note were higher listing
fees resulting from listing on the American Stock Exchange and higher investor relations
expenditures. Depreciation and depletion expense in 2003 was $4.5 million compared to $6.4
million in 2002 as a result of the write down of Con Mine assets in the second quarter.
Reclamation expense in 2003 was $1.7 million compared to $1.9 million in 2002. As a result
of the decision to terminate underground mining at Con Mine, the Company recorded a write
down on Con Mine assets totaling $7.8 million during the year and incurred closure costs
and severance costs of $5.0 million.

# Exploration Activities

The prime focus for the Company
continues to be the Hope Bay project. The Company is committed to a two-pronged strategy
to both explore the project and to advance a portion of the project to a production
decision. Exploration programs carried out in 2003 at Hope Bay consisted of two major
components: 29,467 meters of core drilling in the Madrid area and 8,850 meters of core
drilling targeting the deep potential below at the Boston deposit. Ongoing regional
exploration continued the search for new discoveries and included 4,296 meters of reverse
circulation drilling.

30

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

Exploration programs began in
mid-February with the commencement of drilling at Madrid. The program was successful in
expanding mineralization at Suluk along strike and to depth. The positive results at Suluk
led the Company to examine the potential for a higher tonnage bulk mining scenario. These
results at Suluk coupled with the re-evaluation of Naartok resulted in an 80% increase in
total resources at Madrid.

The deep drilling program at Boston
was initiated in mid-March and continued into the third quarter. It successfully
demonstrated the depth potential of the Boston mineralizing system: all holes intersected
significant sections of alteration similar to those as seen at shallower depths and all
holes encountered gold values, suggesting the potential for additional resources. Overall
the program successfully expanded the favourable alteration to depths of almost 1,400
meters, well below any previous results, over a strike length of up to 750m. The Boston
deposit currently has an indicated resource of 687,000 oz at a grade of 15.5g/t and an
inferred resource of 901,000 oz at a grade of 10.9g/t which are largely above the 500
meter level. During the third quarter, work commenced on a master hole which was expected
to provide a drill platform for continued deeper drilling for a series of step-out holes
to be wedged off the master hole. Technical difficulties forced a suspension of drilling
from the master hole at the end of the 2003 season. This program is being re-evaluated and
is proposed to be re-initiated in 2004.

Permitting continued throughout the
period with completion of the review of the draft EIS by NIRB, consultations with the
Department of Fisheries & Oceans on fisheries compensation requirements, and issuance
of an EIS deficiency letter by NIRB in July. This letter provided the comments necessary
to enable the Company to complete the final EIS which was submitted to NIRB in December.
No parties have asserted that the Doris North Mine should not be permitted to proceed. The
Company will need to address the technical concerns of NIRB and other parties in order to
obtain construction and operation permits. The Company continues to forecast start-up of
the mine in the fourth quarter of 2005. During 2003, engineering activities were completed
to support the EIS process and to allow for final design criteria development, such as the
tailings impoundment design, additional cyanide destruction work and transportation
studies.

# Capital Programs

During fiscal 2003, the Company had
capital expenditures of $20.9 million for exploration and project activities at Hope Bay
compared to expenditures of $73.8 million for the acquisition of Hope Bay Gold and
exploration and project activities at Hope Bay in 2002. Additionally, the Company
incurred $3.7 million on mine capital and development at the Yellowknife operations.

31

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

This compares with capital
expenditures of $6.7 million for mine capital and development at Yellowknife in the same
period of 2002.

# CRITICAL ACCOUNTING
POLICIES

The preparation of the Companys
consolidated financial statements requires management to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities as well as the reported expenses during
the reporting period. The most critical accounting policies upon which the Company depends
are those requiring estimates of gold reserves and resources and future recoverable gold
ounces and assumptions of future gold prices. Such estimates and assumptions affect the
determination of the potential impairment of long-lived assets as well as value of product
inventory and the rate in which depreciation and amortization are charged to the earnings.
In addition, management estimates costs associated with reclamation and closure of mining
properties described above. Management re-evaluates its estimates and assumptions on an
ongoing basis; however, due to the nature of estimates, actual amounts could differ.

# Accounting for
Exploration and Development Cost

Exploration expenditures related to
mineral properties are deferred only if it is probable that these costs will be recovered
from future operations. The carrying values of the mineral properties are assessed at
balance sheet date to determine whether any persuasive evidence exists that the properties
may be permanently impaired. The Companys progress in its development activities
towards its planned operations is a key factor to be considered as part of the ongoing
assessment of the recoverability of the carrying amount of capital assets and deferred
development and pre-operating costs. If there is persuasive evidence of impairment, the
asset is written down to its estimated net recoverable value. Deferred exploration
expenditures for the Hope Bay group of properties totals $127.0 million at December 31,
2003 and $108.0 million at December 31, 2002 (see note 7 of the consolidated financial
statements).

# FINANCING AND LIQUIDITY

At December 31, 2003, the Company had
consolidated working capital of $69.0 million compared to $41.4 million at the end of
2002. Of the $69.0 million working capital, $69.9 million was cash and cash equivalents
compared to $39.8 million in 2002. In addition to working capital, at December 31, 2003
the Company had $6.3 million in cash collateral deposits for reclamation bonds, unchanged
from December 31, 2002 and $9.6 million in notes receivable from a transaction completed
in the second quarter of 2003 for the sale of the Companys Bluefish hydroelectric
power plant (described below).

32

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

On April 4, 2003, the Companys
subsidiary completed the sale of the Bluefish hydroelectric power plant to the Northwest
Territories Power Corporation (Power Corporation) in consideration for a
promissory note in the principal amount of $10 million due on December 31, 2004. In
addition, until December 31, 2004, the Power Corporation will continue to supply power
equal to the historic generation profile of Bluefish to Con Mine, free of charge; and, for
the five year period 2005-2009, the Power Corporation will provide power to the Con Mine,
free of charge, up to an annual rate of 5 million kilowatts and 1,500 KVA of monthly
demand.

Bluefish is a 7.0 mega volt-ampere
hydroelectric power generating facility, located 25 miles northwest of Yellowknife, which
supplies power for use by the Con Mine. As part of the arrangement to sell Bluefish, the
Company granted an indemnity to NERCO Minerals Company (NERCO), the previous
owners of the Con Mine, in which the Company agreed to hold NERCO harmless against any
future third party claims that relate to environmental conditions of the Con Mine. The
Company granted the indemnification in order to allow NERCO to release a security interest
for a similar guarantee provided to it by Red Lion Management Ltd. (Red Lion)
in connection with the acquisition of the Con Mine. Red Lion held a security interest in
all the assets of the Con Mine, including the Bluefish assets, as security for the
indemnity against environmental liability given by it to NERCO. As security for the
indemnification given to NERCO, the Company granted a security interest on the Con Mine
assets to NERCO and agreed that the net proceeds from sale of these assets will be placed
in a reclamation trust, to be used to pay for the eventual reclamation of the mine.

On June 25, 2003, the Company
completed the private placement of 3,572,000 flow-through common shares (of which
3,475,000 were sold through an underwriter) at a price of $2.10 per common share. The
Company must incur Canadian exploration expenditures (as defined in the Income Tax Act
(Canada)) on the Hope Bay project in the amount of $7,501,200 by December 31, 2004. The
underwriter received a commission of $437,850 and an option to purchase 208,500 common
shares at $2.10 per share that expires on June 25, 2004.

On August 14, 2003, the Company
completed a public offering through a syndicate of underwriters of 16,700,000 common
shares at a price of $2.10 per share for gross proceeds of $35,070,000. The underwriters
received commissions of $1,753,500 and an option to purchase 835,000 shares at $2.10 per
share that expires on February 14, 2005. The Company plans to use the net proceeds of this
financing to advance its Hope Bay project and for general corporate purposes.

33

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

On December 10, 2003, the Company
completed a private placement of 4,151,574 flow-through common shares at a price of $3.65
per common share and 1,500,000 units at a price of $3.05 per unit for gross proceeds
totaling $19,728,245. Each unit consisted of one common share and one half of one share
purchase warrant. In consideration for their services the underwriters received
commissions of $922,250 and a broker warrant exercisable to purchase 265,000 common shares
at $3.05 per common share until June 10, 2005. The Company must incur Canadian exploration
expenditures (as defined in the Income Tax Act (Canada)) in the amount of $15,153,245 by
December 31, 2004.

During the year, the Company sold a
portion of its shares in Northern Orion Exploration Ltd. (Northern Orion) for
proceeds of $5.1 million. As a result of the share restructuring completed by Northern
Orion in June 2003, the number of shares held by the Company was reduced to 2.2 million,
of which the Company has sold 1.7 million. The Company will retain the net proceeds
royalty interest with Northern Orion as described in note 3 to the consolidated financial
statements.

The Company believes it has
sufficient cash resources and liquidity to sustain its planned operations for the near
term. The Company further believes that the repayment of the note received on the sale of
Bluefish will provide sufficient cash to meet the current and future closure obligations
of the Con Mine. The ongoing exploration and development of the Hope Bay project will
require the Company to raise additional capital through one or a combination of project
debt financing and equity offerings. The Companys strategy is to use equity
financing to finance exploration activities and maximize project debt to build mining
infrastructure until sufficient cash flow is generated from mining production.

# Liabilities and
Contingencies

As a condition of a water license
held by the Con Mine, the Company maintains security deposits for the cost of future
reclamation. On April 4, 2003, the Company completed an agreement with the Department of
Indian Affairs and Northern Development (DIAND) to fund security deposits by
assigning the proceeds from the repayment of the $10 million promissory note from the
Power Corporation to a reclamation security trust. The Company will also maintain the
existing bond of $1.5 million described in note 8 until such time as the promissory note
is repaid. The reclamation security trust will be used to fund the reclamation of the site
on completion of mining operations.

In 1995, the Company entered into a
joint exploration transaction with an investor that resulted in the sale of an interest
in the assets comprising the Con Mine. The transaction was based upon

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

an independent valuation prepared
for the Company. In 2000, Canada Revenue Agency (CRA) issued a re-assessment
notice challenging the valuation that formed the basis for this transaction. This
re-assessment does not give rise to any taxes payable by the Company. However, as part of
the transaction in 1995, the Company agreed to compensate the investor for any shortfall
in the value of the assets transferred, to a maximum of $2.7 million plus accrued
interest, which amounts to approximately $1.8 million, such amounts to be payable should
a ruling denying the transfer of certain tax pools be made against the Company. At
present, the Company has requested information from CRA and is awaiting a response. While
management intends to strenuously defend the independent valuation, the outcome of this
matter is not yet determinable. No provision for these costs has been recorded at
December 31, 2003.

On November 17, 2003, the Company
entered into a letter agreement with Kinross Gold Corporation for an option to earn a 60%
interest in the George and Goose Lake projects in Nunavut for expenditures of C$25 million
over a thirty month period. Subsequent to December 31, 2003, a formal agreement was
finalized and executed.

# Commitments

To mitigate the risk of adverse price
fluctuations and to ensure that the Yellowknife operations achieve cash flow projections
necessary to complete the planned closure, the Company has entered into spot deferred
forward sales contracts and written call options for a portion of the Yellowknife
mines expected future production. The Company has hedged foreign currency risk by
fixing exercise prices in Canadian dollars. The Company does not hold these financial
instruments for speculative or trading purposes and the Company is not subject to margin
requirements on any of its hedging lines. The Company, however, has an agreement with a
financial institution for the purchase and sale of swaps and derivatives that contain
certain financial covenants that the Company must maintain with respect to net tangible
assets, current ratio, total liabilities, trade creditors and liquid assets. If the
Company fails to meet any of these covenants, the financial institution has the right to
demand payment of the net value of any contracts that are outstanding at the time of
default. As a result of the termination of underground mining at the Con Mine, the Company
is in breach of certain of these financial covenants. However, the financial institution
has agreed to modify affected covenants for a period of time which the Company believes is
adequate to comply with the covenants.

Further, as a result of the
termination of underground mining at Con Mine, forecast gold production is expected to be
insufficient to meet all of the remaining obligations as detailed in the table below and
the Company plans to financial settle affected contracts.

35

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

The Company has recorded an
unrealized loss of $1.7 million on the affected contracts as discussed in the paragraph
following the table below.

The following table sets out the
outstanding number of contract ounces, average expected realized prices and maturities for
the gold commodity derivative contracts as at December 31, 2003:

|    
|----
|
|    
|2004
|    

The fair value of 36,000 ounces of
other call options was negative $2.6 million at December 31, 2003 and was negative $4.3
million at December 31, 2002. The Company has recorded an unrealized loss of $1.7 million
for these call options to reflect the ineffectiveness of the hedge as a result of the
termination of underground mining at the Con Mine and the forecast reduction in gold
production. The changes in the fair value of the remaining call options will be recorded
in financial statements at maturity in accordance with accounting recommendations in place
prior to October 24, 2000, as the contracts were written prior to the date of issuance of
the accounting recommendations for written call options.

The fair value of the gold forward
sales and spot deferred forward sales contracts was negative $1.3 million on December 31,
2003 and was negative $5.4 million at December 31, 2002. The change in the fair value has
not been recorded in accordance with accounting recommendations for hedging contracts. The
Company has not entered into any gold sales or option contracts since July 2003 and will
continue to reduce the position through gold delivery and financial settlement.

# Contractual Obligations

The following table summarizes the
annual contractual obligations for the next five years and amounts due thereafter are
presented in total.

|                   | 2004 | 2005 | 2006 | 2007 | Thereafter
|------------------ | ---- | ---- | ---- | ---- | ----------
|                   |      |     
|Oxygen plant       |      | 780  |      | 780  |           
|Office lease costs |      | 219  |      | 228  |           

36

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

The Company is obligated to fund
reclamation and closure costs for its mining and exploration operations as a condition of
associated water licenses, however the timing of those specific payments has not been
determined and they will be deferred to the extent that the Company continues to be
engaged in active mining and exploration operations.

# Off Balance Sheet
Arrangements

The Company does not have any off
balance sheet arrangements other than the pension obligations which are described in note
12 of the consolidated financial statements and certain financial instruments described in
note 15 of the consolidated financial statements.

# OUTLOOK

Future operations in Yellowknife will
depend upon the profitable mining at the Giant Mine and the continued processing of gold
bearing arsenic sludges and calcines from the Con Mine. It is expected that these
operations will produce approximately 40,000 ounces in 2004. The Company anticipates that
final approval for the Con Mine abandonment and restoration plan will be received in 2004
which will permit the Company to conduct final reclamation activities in subsequent
periods.

The longer term outlook for the
Company continues to be heavily weighted to the successful exploration and development of
the Hope Bay project. As a result of the acquisition of Hope Bay Gold in 2002, the Company
owns 100% of the Hope Bay project, which has measured and indicated resources of 1.8
million ounces of gold and inferred resources of a further 3.6 million ounces of gold. The
Companys strategy is to build an initial small, low capital cost mining operation
that will generate significant cash flow to continue exploration and development of the
Hope Bay belt. The feasibility study on Doris North projected positive economics; at a
US$325 per ounce (CAD$512 per ounce) gold price, the project has a 136% rate of return and
generates $69 million cash flow after payback of construction capital.

The Company plans to continue to work
towards making a development decision on the Doris North project, including advancement of
the permitting process and negotiation of an Inuit Impact Benefits agreement. When
completed, the Company will then make the final decision on commitment to the construction
process. If approved by the Company, production could commence by late 2005.

The Company also intends to assess
the potential of the George and Goose Lake projects to become additional mining assets.

37

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

# RISKS AND UNCERTAINITIES

The Company must obtain additional capital
to pursue its exploration and development work at Hope Bay. Given the nature of capital
market demand for speculative investment opportunities, there is no assurance that
additional financing will be available for the appropriate amounts and at the times
required. The Company has developed a cash management plan that will enable it to invest
on a priority basis in projects likely to generate favourable results in the
near-to-medium term. The impact of fluctuations in the price of gold is a risk to the
Companys future profitability and cash flow. As the gold market price is denominated
in U.S. currency, the Company is also at financial risk as the currency exchange rate
between Canadian and U.S. Dollars can fluctuate and impact the reported earnings and
resulting cash flow. If the Canadian dollar strengthens compared to the U.S. dollar,
revenue from gold sales, which is generated in U.S. dollars, will convert to fewer
Canadian dollars available to pay for operating costs that are almost entirely incurred in
Canadian dollars. However, the Company does not expect a further rise in the Canadian
dollar to have a material impact on mining operations in Yellowknife because a Canadian
dollar gold price assumption of $478 was used in short-term cash forecasting for the
purpose of establishing cut-off grades and life-of-mine planning.

# NON GAAP MEASURES

The Company has included certain
non-GAAP performance measures throughout this document. These non-GAAP performance
measures do not have any standardized meaning prescribed by GAAP and, therefore, are
unlikely to be comparable to similar measures presented by other companies. The Company
believes that, in addition to conventional measures, prepared in accordance with Canadian
GAAP, certain investors use this information to evaluate the Companys performance.
Accordingly, they are intended to provide additional information and should not be
considered in isolation or as a substitute for measures of performance prepared in
accordance with Canadian GAAP. Set out below are definitions for these performance
measures and reconciliations of the non-GAAP measures to report GAAP measures.

38

---

# MIRAMAR MINING
CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS

# Unit Costs

A reconciliation of costs per ounce
of gold produced: calculated in accordance with the Gold Institute Standard to the cost of
sales and depletion, depreciation and amortization is included below:

|2003                                    
|----------------------------------------
|
|
|Costs of sales (Income Statement)       
|"Free" power (note a.)                  
|Depletion of deferred development (b.)  
|Depreciation and depletion              
|Reclamation                             
|Reclamation adjustment (c.)             
|Foreign exchange                        
|                                        
|Operating cost base for calculation     
|                                        
|Gold produced                           
|Foreign exchange, CAD:USD               
|                                        
|Operating cost base/ gold ounce produced
|                                        

|2002                                    
|----------------------------------------
|
|
|Costs of sales (Income Statement)       
|Depletion of deferred development (b.)  
|Depreciation and depletion              
|Reclamation                             
|Foreign exchange                        
|Other                                   
|                                        
|Operating cost base for calculation     
|                                        
|Gold produced                           
|Foreign exchange, CAD:USD               
|                                        
|Operating cost base/ gold ounce produced
|                                        

Notes:

|(a.) |  | "Free"
power  described in note 4 of the  consolidated  financial  statements is excluded as it
is offset with a gain of equal           value in Other Income.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b.) |  | Depletion
of deferred development is included in Cash Operating Cost consistent with the Gold
Institute Standard.
|---- |  | -----------------------------------------------------------------------------------------------------------------

|(c.) |  | Reclamation
 adjustment  recorded as a result of mine  closure is excluded  along with other  closure
 related  amounts  which           expensed in the income statement.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# EXHIBIT 99.1

# CODE OF ETHICS

---

`[GRAPHIC OMITTED]          MIRAMAR MINING CORPORATION


                                 Code of Ethics

To: Miramar Mining Corporation

In my role as an employee of Miramar Mining Corporation, I certify to you that I
adhere to and advocate the following principles and  responsibilities  governing
my professional and ethical conduct.

To the best of my knowledge and ability:

1.   I act with honesty and integrity,  avoiding actual or apparent conflicts of
     interest in personal and professional relationships.

2.   I  provide  constituents  with  information  that  is  accurate,  complete,
     objective, relevant, timely and understandable.

3.   I comply  with  rules and  regulations  of  federal,  provincial  and local
     governments, and other appropriate private and public regulatory agencies.

4.   I act in good faith, responsibly,  with due care, competence and diligence,
     without misrepresenting  material facts or allowing my independent judgment
     to be subordinated.

5.   I respect the  confidentiality of information  acquired in the course of my
     work except when  authorized  or otherwise  legally  obligated to disclose.
     Confidential  information acquired in the course of my work is not used for
     personal advantage.

6.   I  share  knowledge  and  maintain  skills  important  and  relevant  to my
     constituents' needs.

7.   I proactively promote ethical behavior as a responsible partner among peers
     and staff in my work environment.

8.   I achieve  responsible  use of and  control  over all assets and  resources
     employed or entrusted to me.

9.   I foster a work  environment that encourages all employees to act ethically
     and with integrity.`

---

# EXHIBIT 99.2

# AUDIT AND RISK
MANAGEMENT COMMITTEE CHARTER

---

`[GRAPHIC OMITTED]          MIRAMAR MINING CORPORATION


                   Audit and Risk Management Committee Charter

Organization

The Audit and Risk Management  Committee (the "Committee") should be composed of
directors who are  independent of the management of the corporation and are free
of any  relationship  that,  in the  opinion  of the board of  directors,  would
interfere with their exercise of independent judgment as a Committee member.

Statement of Policy

The Committee should provide assistance to the corporate directors in fulfilling
their responsibility to the shareholders, potential shareholders, and investment
community  relating  to  corporate   accounting,   reporting  practices  of  the
corporation,  and the  quality and  integrity  of the  financial  reports of the
corporation.  In so doing, it is the responsibility of the Committee to maintain
free and open means of  communication  between the  directors,  the  independent
auditors and the financial management of the corporation.

Responsibilities

In carrying out its  responsibilities,  the Committee  believes its policies and
procedures should remain flexible, in order to best react to changing conditions
and to ensure to the directors and  shareholders  that the corporate  accounting
and  reporting   practices  of  the  corporation  are  in  accordance  with  all
requirements and are of the highest quality.

In carrying out these responsibilities, the Committee will:

     o    Be  responsible  for  reviewing and  recommending  for approval to the
          Board  the  annual  and   quarterly   financial   statements   of  the
          Corporation.   Included  in  this  review  is  assessing  the  use  of
          management  estimates in the preparation of the financial  statements.
          The Committee is responsible for ensuring that systems are in place to
          limit  the  potential  for  material  misstatement  in  the  financial
          statements  and  that  the  financial   statements  are  complete  and
          consistent with information known to the Committee.

     o    Review and recommend to the directors the  independent  auditors to be
          selected to audit the financial statements of the corporation.

     o    Meet with the  independent  auditors and  financial  management of the
          corporation  to review the scope of the proposed audit for the current
          year and the audit  procedures to be utilized,  and at the  conclusion
          thereof review such audit,  including any comments or  recommendations
          of the independent auditors.

     o    Review with the  independent  auditors,  the  company's  financial and
          accounting personnel, the adequacy and effectiveness of the accounting
          and financial controls and systems of the corporation,  and elicit any
          recommendations   for  the   improvement  of  such  internal   control
          procedures and systems or particular  areas where new or more detailed
          controls or procedures are desirable.  Particular  emphasis  should be
          given  to the  adequacy  of  such  internal  controls  to  expose  any
          payments,  transactions, or procedures that might be deemed illegal or
          otherwise improper.  Further, the committee periodically should review
          company policy statements to determine their appropriateness.

     o    Review the Company's hedging and risk management systems and policies

     o    Review the  financial  statements  contained  in the annual  report to
          shareholders with management and the independent auditors to determine
          that the  independent  auditors are satisfied  with the disclosure and
          content  of  the   financial   statements   to  be  presented  to  the
          shareholders. Any changes in accounting principles should be reviewed.




     o    Provide  sufficient  opportunity for the independent  auditors to meet
          with the  members  of the  Committee  without  members  of  management
          present.  Among the items to be  discussed  in these  meetings are the
          independent  auditors'  evaluation  of  the  corporation's  financial,
          accounting,  and  auditing  personnel,  and the  cooperation  that the
          independent auditors received during the course of the audit.

     o    Review   accounting  and  financial  human  resources  and  succession
          planning within the company.

     o    Submit the minutes of all meetings of the Committee to, or discuss the
          matters  discussed  at each  Committee  meeting  with,  the  board  of
          directors.

     o    Investigate  any matter  brought to its attention  within the scope of
          its duties,  with the power to retain outside counsel for this purpose
          if, in its judgment, that is appropriate.

     o    The audit  committee will review their own  performance on a continual
          basis  and make  recommendations  to the Board  for  changes  to these
          "Terms of Reference" and the composition of the committee.

     o    Have the right,  for the purpose of performing its duties,  to inspect
          all of the books and records of the Company and its affiliates  within
          the Company's control and to discuss such accounts and records and any
          matters relating to the financial position or condition of the Company
          with the officers and auditors of the Company and its affiliates.`

---

# EXHIBIT 99.3 

CERTIFICATIONS BY CHIEF EXECUTIVE OFFICER 
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS ADOPTED PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

---

`CERTIFICATIONS PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

I, Anthony P. Walsh, certify that:

I have reviewed this annual report on Form 40-F of Miramar Mining Corporation;

1.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

2.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
issuer as of, and for, the periods presented in this annual report;

3.  The  issuer's  other  certifying   officer(s)  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  issuer,   including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     (b) Evaluated the  effectiveness  of the issuer's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     (c)  Disclosed in this report any change in the issuer's  internal  control
over financial  reporting that occurred  during the period covered by the annual
report that has  materially  affected,  or is  reasonably  likely to  materially
affect, the issuer's internal control over financial reporting; and

5. The issuer's other certifying  officer(s) and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
issuer's auditors and the audit committee of the issuer's board of directors (or
persons performing the equivalent functions):

     (a) All significant  deficiencies and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely to adversely  affect the issuer's ability to record,  process,  summarize
and report financial information; and

     (b) Any fraud,  whether or not material,  that involves management or other
employees who have a significant





Date:  May 18, 2004                      By: /s/ Anthony P. Walsh
                                         ---------------------------------------
                                         Chief Executive Officer`

---

# EXHIBIT 99.4 

CERTIFICATIONS BY CHIEF FINANCIAL OFFICER 
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS ADOPTED PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

---

`CERTIFICATIONS PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

I, Elaine Bennett, certify that:

I have reviewed this annual report on Form 40-F of Miramar Mining Corporation;

1.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

2.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
issuer as of, and for, the periods presented in this annual report;

3.  The  issuer's  other  certifying   officer(s)  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  issuer,   including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     (b) Evaluated the  effectiveness  of the issuer's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     (c)  Disclosed in this report any change in the issuer's  internal  control
over financial  reporting that occurred  during the period covered by the annual
report that has  materially  affected,  or is  reasonably  likely to  materially
affect, the issuer's internal control over financial reporting; and

5. The issuer's other certifying  officer(s) and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
issuer's auditors and the audit committee of the issuer's board of directors (or
persons performing the equivalent functions):

     (a) All significant  deficiencies and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely to adversely  affect the issuer's ability to record,  process,  summarize
and report financial information; and

     (b) Any fraud,  whether or not material,  that involves management or other
employees who have a significant



Date:  May 18, 2004                      By: /s/ Elaine Bennett
                                         ---------------------------------------
                                         Chief Financial Officer`

---

# EXHIBIT 99.5 

CERTIFICATE OF CHIEF EXECUTIVE OFFICER 
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

---

CERTIFICATION PURSUANT
TO
18 U.S.C. §1350, 
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report
of Miramar Mining Corporation (the Company) on Form 40-F for the period ended
December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the Report), I, Anthony P. Walsh, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

| | (1)       
               The Report fully complies with the requirements of Section 13(a) or 15(d) of the
               Securities Exchange Act of 1934; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
               The information contained in this Report fairly presents, in all material
               respects, the financial condition and results of operations of the Company.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|May 18, 2004 | /s/ Anthony P. Walsh
Anthony P. Walsh
Chief Executive Officer
|------------ | -------------------------------------------------------------

A signed original of this written
statement required by Section 906 has been provided to Miramar Mining Corporation and will
be retained by Miramar Mining Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.

---

# EXHIBIT 99.6 

CERTIFICATE OF CHIEF FINANCIAL OFFICER 
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

---

CERTIFICATION PURSUANT
TO 
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report
of Miramar Mining Corporation (the Company) on Form 40-F for the period ended
December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the Report), I, Elaine Bennett, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

| | (1)       
               The Report fully complies with the requirements of Section 13(a) or 15(d) of the
               Securities Exchange Act of 1934; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
               The information contained in this Report fairly presents, in all material
               respects, the financial condition and results of operations of the Company.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|May 18, 2004 | /s/ Elaine Bennett
Elaine Bennett
Chief Financial Officer
|------------ | ---------------------------------------------------------

A signed original of this written
statement required by Section 906 has been provided to Miramar Mining Corporation and will
be retained by Miramar Mining Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.

---

# EXHIBIT 99.7

# CONSENT OF KPMG LLP

---

# EXHIBIT 99.8

# CONSENT OF GEORGE
FRIESEN, P. ENG, CHIEF ENGINEER, GIANT MINE

---

`CONSENT OF
                             George Friesen, P.Eng.



To the Board of Directors of Miramar Mining Corporation.

     I consent to the  incorporation  by reference in this annual report on Form
40-F of Miramar Mining  Corporation for the year ended December 31, 2003, of the
description of the reports, which were prepared under my direct supervision,  of
the description of certain mineral  resources of the information  that forms the
summary of the Giant Gold Mine and the description of certain  mineral  reserves
of the Giant Gold Mine as at December  31, 2002 and December 31, 2003 and to the
use of my name under in this annual report as a named expert.


Dated as of the 14th day of May 2004

George Friesen, P. Eng.

/s/ George Friesen
------------------------------------`

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# EXHIBIT 99.10

# CONSENT OF JOHN WAKEFORD, P. GEO,
VICE PRESIDENT EXPLORATION OF THE CORPORATION

---

---

# EXHIBIT 99.11

# CONSENT OF SRK

---

---

# EXHIBIT 99.12

# CONSENT OF 
WATTS GRIFFITHS AND McQUAT

---

---

# EXHIBIT 99.14

# CONSENT OF 
STEPHEN JURAS

---

---

# EXHIBIT 99.15

# CONSENT OF 
GEORGE WAHL

---