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

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



|                                             |                                 
|-------------------------------------------- | --------------------------------
|For the fiscal year ended: December 31, 2006 | Commission file number 001-34436



MIRAMAR MINING CORPORATION

__________________________________________________________

(Exact name of Registrant as specified in its charter)



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





1040

_______________________________________________________________________________

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



Suite 300  899 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, 13th Floor, 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 class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Common shares       | 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:



| | Annual information form | 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, 2006, 217,125,038 Common Shares without par value were issued and outstanding.

As at March 28, 2007 there were 217,565,440 Common Shares without par value 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



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     
                  
                      No





2



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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 Hope Bay Project, its plans related to the closed Con Mine 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, intends strategy, goals, objectives 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 including mine permitting;
| | - | ----------------------------------------------------------------------------------





3



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| |  | 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 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 (SEC) 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 29, 2006, 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 $1.1652.



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.  In particular, and without limiting the generality of the foregoing, the definitions of proven and probable reserves used in NI 43-101 differ from the definitions in the SEC Industry Guide 7.  Under SEC Guide 7 standards, a final or bankable feasibility study is required to report reserves, the three year history average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.  In
addition, the terms mineral resource, measured resources, indicated resources, and inferred resources are recognized and required by Canadian regulations, they are not defined terms under standards in the United States.  As such, information regarding mineralization and resources contained or incorporated by reference in this annual report may not be comparable to similar information made public by United States companies.



Inferred mineral resources have a great amount of uncertainty as to their existence and a great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category of resource.  Investors are cautioned not to assume that any part or all of mineral deposits in this category will ever be converted into reserves.



4



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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  included in the  Companys  Annual
Information  Form for the year  ended  December  31,  2006,  attached  hereto as
Document 1 to this Annual Report.



ANNUAL INFORMATION FORM



The  Companys Annual  Information  Form for the fiscal\
year ended  December  31,  2006,  is included in this Annual  Report 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 as at December 31, 2006 and 2005 and for the years then ended, including the report of the independent auditors with respect thereto, are included herein as Document 2.



For a reconciliation of material measurement 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 to this Annual Report.



Managements Discussion and Analysis



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



DISCLOSURE CONTROLS AND PROCEDURES



For a discussion regarding 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), please refer to the Companys MD&A under the heading Disclosure Controls and Procedures.



INTERNAL CONTROLS OVER FINANCIAL REPORTING



Managements conclusion about the effectiveness of the Companys internal control over financial reporting, as well as a discussion with respect to changes in the Companys internal control over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting, and any material weaknesses in the Companys internal control over financial reporting, are included in the MD&A under the headings Managements Report on Internal Controls and Changes in Internal Control over Financial Reporting.

Auditor Attestation on Internal
Control over Financial Reporting

As this report is required for U.S.
reporting  purposes,  the Company is a foreign private issuer as defined in Rule 3b-4
of the  Exchange  Act,  and the  Company an  accelerated  filer as defined in Rule
12b-2 of the Exchange  Act.  The Company is not required to have our auditor  provide an
 attestation  on our  managements report on internal  control over financial  reporting
 until our annual report for the year ended December 31, 2007.





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GENERAL STATEMENT ON DISCLOSURE CONTROLS AND PROCEDURES ANDINTERNAL CONTROLS OVER FINANCIAL REPORTING



For a discussion regarding managements general statement on disclosure controls and procedures and internal controls over financial report, please refer to the Companys MD&A under the heading General Statement on Disclosure Controls and Procedures and Internal Controls over Financial Reporting.



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.  A copy of the  Companys
Code of  Ethics  for  Chief  Executive  Officer,  Chief  Financial  Officer  and
Controller was previously  filed with the Securities and Exchange  Commission as
Exhibit 99.1 on Form 40-F for the year ended December 31, 2003, 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 to be filed in Canada on April 12, 2007 (to be submitted to the SEC on Form 6-K on April 12, 2007) 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 Risk Management, Corporate Governance and Nominating Committee and the Human Resources Committee of the Company are described in the Companys Management Information Circular to be filed in Canada on April 12, 2007, and available in print to any shareholder who provides the Company with a written request.



AUDIT AND RISK MANAGEMENT COMMITTEE



The Companys Board of Directors has a separately-designated standing Audit and Risk Management 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, 2006 and as at the date of this Annual Report, the following individuals comprise the entire membership of the Companys Audit and Risk Management 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





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Independence



The Company has adopted the criteria for director independence and unrelatedness for members of public company audit committees that are consistent with the criteria prescribed by the Sarbanes-Oxley Act of 2002, Section 10A(m)(3) of the Exchange Act and Rule 10A-3(b)(1) promulgated thereunder.  Each member of the Companys Audit and Risk Management Committee satisfies the criteria for director independence set forth in Rule 10A-3(b)(1) and section 121B and 803 of The American Stock Exchange Company Guide.



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 and Risk Management 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 and Risk Management Committee - Independence.



AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER



The Companys  revised Audit and Risk Management Committee Charter is filed
as  Exhibit  99.2 on this Form 40-F for the year  ended  December  31,  2006 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, 2005 and December 31, 2006 are set forth below:



|               | Years ended December 31
|-------------- | -----------------------
|               | 2005                   
|Audit:         | $ 139,000              
|Audit Related: | 79,950                 
|Tax            | 82,430                 
|All Other Fees | -                      
|Total          | $ 301,380              
|               |                        



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 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.





7



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PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY

INDEPENDENT AUDITORS



The Audit and Risk Management Committee pre-approves all audit services to be provided to the Company by its independent auditors.  The Audit and Risk Management 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 and Risk Management 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 and Risk Management 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 13 of the consolidated financial statements



TABLE OF CONTRACTUAL COMMITMENTS



The following table lists as of December 31, 2006 information with respect to the Companys known contractual obligations.



|                        | Payments due by period (in thousands)
|----------------------- | -------------------------------------
|Contractual Obligations | 2007                                 
|Oxygen plant            | $600                                 
|Office lease costs      | $336                                 
|Exploration equipment   | $611                                 
|Site reclamation        | $8,473                               
|Total                   | $10,020                              



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 as such only a portion of the obligation has been show in the table above.  The remaining costs are expected to be largely incurred over a five year period following the approval of the final Abandonment and Reclamation plan.  The Company is in the process of finalizing its Abandonment and Reclamation plan with regulatory agencies for the Con Mine which will establish the extent and timing of reclamation activities.  Additionally, to the extent that the Company continues to be engaged in active exploration activities, reclamation of exploration sites will be deferred.



For additional information related to the Companys obligations and commitments see note 15 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



8



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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 Articles.  A quorum for a meeting of shareholders of the Company is two persons present and who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 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 is consistent with the laws, customs and practices in Canada.  In addition, the Company may from time-to-time seek relief under from AMEX requirements on specific transactions under Section 110 of the AMEX Company Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by the Companys home country law, in which case, the Company shall make the disclosure of such transactions available on the Companys website at www.miramarmining.com.  Information contained on the Companys website is not part of this annual report.



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.



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|   | DOCUMENTS FILED AS PART OF THIS REPORT                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------
|1. | Annual Information Form of the Registrant for the year ended December 31, 2006                                                             
|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, 2006 and 2005                                                                               
|   | Consolidated Statements of Operations and Deficit for the years ended December 31, 2006 and 2005                                           
|   | Consolidated Statements of Cash Flows for the years ended December 31, 2006 and 2005                                                       
|   | Notes to Consolidated Financial Statements.                                                                                                
|3. | Supplementary Information Reconciliation with United States Generally Accepted Accounting Principles, including an auditors report thereon
|4. | Management Discussion and Analysis of Financial Conditions and Results of Operations                                                       









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|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 DECEMBER31, 2006

March 28, 2007



---



TABLE OF CONTENTS



Page





|PRELIMINARY NOTES | i
|----------------- | -

| | Financial Statements and MD&A | i
| | ----------------------------- | -

| | Date of Information | i
| | ------------------- | -

| | Forward Looking Statements | i
| | -------------------------- | -

| | Resource and Reserve Estimates | ii
| | ------------------------------ | --

| | Technical Information | iii
| | --------------------- | ---

| | Currency | iii
| | -------- | ---

| | Metric Equivalents | iii
| | ------------------ | ---

| | Glossary of Terms | iv
| | ----------------- | --

|CORPORATE STRUCTURE | 1
|------------------- | -

|GENERAL DEVELOPMENT OF THE BUSINESS | 1
|----------------------------------- | -

|NARRATIVE DESCRIPTION OF THE BUSINESS | 2
|------------------------------------- | -

| | Hope Bay Project | 2
| | ---------------- | -

| | Con Mine | 22
| | -------- | --

|EQUITY INVESTMENTS | 24
|------------------ | --

| | Sherwood Copper Corporation | 24
| | --------------------------- | --

| | Northern Orion Explorations Ltd | 24
| | ------------------------------- | --

| | Maximus Ventures Ltd | 24
| | -------------------- | --

|DIVIDENDS | 37
|--------- | --

|DESCRIPTION OF CAPITAL STRUCTURE | 37
|-------------------------------- | --

|MARKET FOR SECURITIES | 37
|--------------------- | --

| | Trading Price and Volume | 37
| | ------------------------ | --

|DIRECTORS AND OFFICERS | 38
|---------------------- | --

| | Name, Occupation and Security Holding | 38
| | ------------------------------------- | --

| | Cease Trade Orders, Bankruptcies, Penalties or Sanctions | 40
| | -------------------------------------------------------- | --

| | Conflicts of Interest | 41
| | --------------------- | --

|LEGAL PROCEEDINGS AND REGULATORY ACTIONS | 41
|---------------------------------------- | --

| | Legal Proceedings | 41
| | ----------------- | --

| | Regulatory Actions | 41
| | ------------------ | --





| | -i- | 
| | --- | 





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TABLE OF CONTENTS

(continued)

Page





|INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS | 42
|----------------------------------------------------------- | --

|TRANSFER AGENT AND REGISTRAR | 42
|---------------------------- | --

|MATERIAL CONTRACTS | 42
|------------------ | --

|INTERESTS OF EXPERTS | 43
|-------------------- | --

| | Names of Experts | 43
| | ---------------- | --

| | Interests of Experts | 44
| | -------------------- | --

|ADDITIONAL INFORMATION | 44
|---------------------- | --

|AUDIT & RISK MANAGEMENT COMMITTEE MANDATE | 45
|----------------------------------------- | --

| | Purpose | 45
| | ------- | --

| | Organization | 45
| | ------------ | --

| | Responsibilities | 45
| | ---------------- | --

| | Audit and Risk Management Committee composition | 47
| | ----------------------------------------------- | --

| | Pre-Approval Policies and Procedures | 47
| | ------------------------------------ | --

| | External Auditor Service Fees | 48
| | ----------------------------- | --



- ii -





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PRELIMINARY NOTES

Financial Statements and MD&A

The Corporations consolidated financial statements and managements discussion and analysis (MD&A) have been filed with Canadian securities regulatory authorities and are available electronically on SEDAR at www.sedar.com. 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 March 28, 2007 unless otherwise indicated.

Forward Looking Statements

This AIF contains forward-looking statements within the meaning of the United StatesPrivate Securities Litigation Reform Act of 1995,theSecurities Act(Ontario) and theSecurities Act(Alberta) concerning the Corporations plans at the Hope Bay Project, its plans related to the closed Con Mine 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 a property is developed and, in the case of mineral reserves, such statements reflect the conclusion based on certain assumptions that a 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, intends strategy, goals, objectives 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 Corporation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;
| | - | -------------------------------------------------------------------------------------------------------------------------------





---



| | - ii -
| | ------





| |  | risks related to gold and other commodity price fluctuations;
| | - | -------------------------------------------------------------

| |  | the uncertainty of profitability based upon the Corporations history of losses;
| | - | --------------------------------------------------------------------------------

| |  | risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for the Corporation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 ongoing maintenance will exceed the funds held in trust for such costs;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

This list is not exhaustive of the factors that may affect any of the Corporations forward-looking statements.  These and other factors should be considered carefully and readers should not place undue reliance on the Corporation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 Corporation undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.  Specific reference is made to Risk Factors 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) of the Canadian Securities Administrators and the Canadian Institute of Mining, Metallurgy and Petroleum (the CIM), as the CIM Standards on Mineral Resources and Reserves Definitions and Guidelines (the CIM Standards) adopted by CIM Council on August 20, 2000.  These standards differ from the requirements of the United States Securities and Exchange Commission (the SEC).  In particular, and without limiting the generality of the foregoing, the definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7.  Under SEC Guide 7 standards, a final or bankable feasibility study is required to
report reserves, the three year history average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.  In addition, although the terms mineral resource, measured resources, indicated resources, and inferred resources are recognized and required by Canadian regulations, they are not defined terms under standards in the United States.  Accordingly, resource and reserve information in this AIF may not be comparable to similar information reported by United States companies.

The terms resource(s) do not equate to reserves and normally may not be included in documents filed with the SEC.





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| | - iii -
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Technical Information

The technical information in this AIF has been prepared in accordance with Canadian regulatory requirements set out in NI 43-101 and reviewed by John Wakeford, P. Geo. Vice President, Exploration for Miramar Mining Corporation, the Qualified Person for the Corporation.

Currency

All dollar amounts in this AIF are expressed in Canadian dollars unless otherwise indicated.



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   







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| | - iv -
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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.                                                                                                                                                                                                                                                                                                                                                                                         
|                          
|Cyanidation                | The process of extracting gold or silver through dissolution in a weak solution of sodium cyanide.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                          
|Corporation or Miramar     | Miramar Mining Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                          
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                          
|Doré                       | 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.                                                                                                                                                                                                                                                                                                                 
|                          
|Flotation                  | A milling process by which mineral particles of value attach to bubbles and float, separating them from the worthless portion of ore.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                          
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                          
|Indicated Mineral Resource | 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.







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| | - v -
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|Inferred Mineral Resource                                             | 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.                                                                                                                                                                                                                                                          
|--------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                     
|Measured Mineral Resource                                             | That part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
|                                                                     
|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                                                       | 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, mineralized material, mineralized deposit, or deposit | A mineralized body which has been intersected by sufficient closely spaced drill holes and/or sampling to support sufficient tonnage and average grade of metal(s) to warrant further exploration/development work.  A deposit does not qualify as a commercially mineable ore body until a feasibility study is concluded and supports Proven/Probable Mineral Reserves.                                                                                                                                                                                                                                                                                          
|                                                                     
|Net profits royalty                                                   | A royalty payment made by a producer of metals based on a percentage of revenue from production, less deduction of the costs of production, including exploration, capital and operating costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                     
|Net smelter return royalty/NSR royalty                                | A royalty payment made by a producer of metals based on gross metal production from the property, less deduction of certain costs, usually 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       







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| | - vi -
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|Oz/ton                        | Troy ounces per short ton.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                             
|Preliminary Feasibility Study | A comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established, and which, if an effective method of mineral processing has been determined, includes a financial analysis based on reasonable assumptions of technical, engineering, operating, economic factors and the evaluation of other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the mineral resource may be classified as a mineral reserve;
|                             
|Probable Mineral Reserve      | The economically mineable part of an Indicated, and in some circumstances a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. The Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.                                                                                                                                                                                                                                                              
|                             
|Proven Mineral Reserve        | The 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.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             
|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/2204.6 pounds).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





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CORPORATE STRUCTURE

Miramar Mining Corporation was incorporated with the name Miramar Energy Corporation under theCompany 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).  By Notice of Articles dated March 17, 2005 the Corporation continued under theBusiness Corporations Act(British Columbia).  On May 9, 2006, the Corporation adopted new articles consistent with theBusiness Corporations Act(British Columbia), and on February 6, 2007, the Corporations Notice of Articles was altered to remove the application of Pre-existing Company Provisions (as defined in theBusiness Corporations Act(British Columbia)).

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.

|NAME OF SUBSIDIARY    | JURISDICTION OF INCORPORATION | PERCENTAGE OWNERSHIP
|--------------------- | ----------------------------- | --------------------
|Miramar Hope Bay Ltd. | Northwest Territories         | 100%                
|Miramar Con Mine Ltd. | Ontario                       | 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 exploration and development of gold bearing mineral properties.  The Corporations business is presently focused in northern Canada in Nunavut and the Northwest Territories.

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 or HBGC).  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 Hope Bay Project is an 80 km long greenstone belt on which three significant deposits have been discovered to date: Doris, Boston and Madrid.  MHBL is currently working to complete the regulatory and permitting process on a proposed gold mine at the Doris North area of the Hope Bay Project and is also exploring the Madrid, Boston and other areas of the Hope Bay Project.

Miramar Con Mine Ltd. (Con Ltd.) owns the Con Mine, a former producing underground gold mine located near Yellowknife, Northwest Territories, Canada.  Underground mining operations at the Con Mine ceased in November 2003 and Con Ltd. has filed a reclamation and closure plan with the Mackenzie Valley Land and Water Board.





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NARRATIVE DESCRIPTION OF THE BUSINESS

Hope Bay Project

On December 17, 1999 MHBL acquired from 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 were granted by Nunavut Tunngavik Incorporated (NTI), a corporation representing the Inuit people 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, MHBL 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, MHBL 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.

Project Description and Location

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 km to the northeast on southern Victoria Island.

The property consists of 17 Crown mineral claims, 24 Crown mineral leases, 37 Crown mineral leases pending and seven Inuit Owned Land (IOL) Exploration Agreements with a combined total area of approximately 110,151 hectares (ha).  In general, there are four types of land tenure disposition on the Hope Bay Belt namely:

| | (a) | IOL mineral and surface rights;
| | --- | -------------------------------

| | (b) | Crown mineral and surface rights;
| | --- | ---------------------------------

| | (c) | IOL surface rights and Crown mineral rights.  The Nunavut Land Claims Agreement ceded both surface and mineral rights in these areas, however, it grandfathered existing rights.  These grandfathered rights will revert to NTI  in the event they are dropped; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | IOL surface rights and Crown mineral rights.  The Nunavut Land Claims Agreement ceded only surface rights in these areas.
| | --- | -------------------------------------------------------------------------------------------------------------------------

The 17 Crown mineral claims, covering 9,398 ha, are currently in good standing with anniversary dates between 2007 and 2010.  The annual assessment work requirements are $2.00 per acre ($4.94 per ha) per



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year.  Expenditures in excess of this amount are credited against future requirements, up to a maximum of ten years, when the claims must be legally surveyed and brought to lease.  The anticipated assessment work requirement in 2007 is $13,805.47 and it is to be recorded no later than December 3, 2007.  Neither a claim nor a lease conveys surface rights.

The 24 Crown mineral leases and 37 Crown leases pending cover a total area of approximately 44,794 ha.  There is no assessment work requirement, and the annual lease rental fee is $1.00 per acre ($2.47 per ha) and will total approximately $110,622 in 2007.  The Crown is entitled to a graduated annual royalty from 5% to 14% on net profits from production from these leases.

NTI owns/administers the subsurface rights to parts of the Hope Bay Belt, including the Doris and South Patch areas.  Annual assessment work requirements for the seven IOL Exploration Agreements (covering 55,976 ha) are $30.00 per ha per year.  In 2007, work requirements will total approximately $1.68 million against which $525,750 in available credits have been applied, leaving a requirement for an additional $1.15 million in work.  Annual fees of $4.00 per ha are payable and will amount to $223,904 in 2007.  MHBL has the right to convert the IOL Exploration Agreements (also referred to as concessions) into production leases prior to commencement of production.  NTI is entitled to an annual royalty of 12% of pre tax profits from production, this amount being effectively set by a limit in allowable deductions.

All claims, leases and leases pending are 100% owned by MHBL.  The IOL Exploration Agreements are in the name of MHBL.

Accessibility

There is no road access to the property.  Personnel, supplies and equipment are flown into the site, generally from Yellowknife using float, wheel or ski-equipped aircraft.  The Hope Bay Project area is also accessible by barge or ship to Hope Bay and Roberts Bay, both on tidewater on the Arctic Ocean from mid-July to the end of September.  In the winter and spring, air strips on the lake ice are able to accommodate planes as large as a C - 130 (Hercules) to bring in equipment and supplies.  There is an 800 metre long packed ground airstrip that can take Twin Otter sized aircraft at the Boston deposit site.  This can be used when activity is underway at Boston but it is too far away from Madrid and Doris (+50 km) to be of much use for those areas.  During the snow-cover months, on-property movement is accomplished with snowmobiles, tracked 4WD pick-ups, other tracked vehicles and heavy
equipment.  In the summer months, on-property movement, including drill moves, is almost all by helicopter.  The use of ATVs is restricted to a small area around the camps.

Climate

The climate is classified as Arctic, semi-arid.  Snow cover can extend from early October to mid-June with some drifts persisting through July on the lee side of the larger ridges.  The short summer can be plagued by unreliable weather and ground exploration can be curtailed as early as the last week of August.  Winter whiteouts can last over a day and result in work stoppages.  Due to its position above the Arctic Circle, the property experiences 24-hour sunlight in mid-summer and 24-hour darkness at the height of winter.

Temperatures range from -40°C to 20°C.  Average annual rainfall is approximately 80 millimetres (mm) and snowfall 100 mm.  The property is a permafrost area, with permafrost known to extend to at least 500 m vertical at Boston.  Winters are harsh and often lead to poor flying conditions.  The practical field season is from June through September, although major drilling campaigns can begin as early as March.  The severe weather is not expected to have a major negative impact on northern mining operations in general, although certain safety and equipment maintenance precautions are required.





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Local Resources and Infrastructure

There is a more than adequate supply of water available for exploration and mining purposes, however, there is no timber on the property.  There is ample and suitable room available for the establishment of mining and processing operations, waste piles and a tailings management area.

The project has two camps, the Windy Lake camp for the Doris and Madrid deposits and the Boston camp for the Boston deposit.  The Windy Lake camp is a Weatherhaven tent camp with a semi permanent central complex housing kitchen, first aid and office facilities.  The camp has capacity to house approximately 80 people.  The Boston camp, located on the southeastern shore of Spyder Lake is a modular ATCO trailer style camp, which can house approximately 50 people.

The nearest settlements are Umingmaktok (population 10), located 65 km to the west on the east coast of Bathurst Inlet, and Cambridge Bay (population 2,000), 170 km to the northeast, on the southeastern corner of Victoria Island.  There is a small, variably skilled labour pool in Cambridge Bay.  Extensive training would be required for any mining operation and initially the bulk of the workforce would have to come from the south.  There is seasonal charter float plane and helicopter service in Cambridge Bay and there are daily commercial scheduled flights to Yellowknife and other villages in the Arctic.

Physiography

The project lies within an area of moderate relief extending south from Hope Bay and Roberts Bay, which are part of Bathurst Inlet, on the south shore of the Arctic Ocean.  Maximum elevation is about 300 m above mean sea level on drumlin like hills.  The predominant drainage in the area is north into Hope Bay.  Areas of felsenmeer are common and swampy areas are also present.  Tundra and moss cover the ground even at higher elevations.  Vegetation consists primarily of lichen, moss, dwarf willows and birches.  Outcrop exposure varies from 35% to 80%.  Outcrops tend to form relatively continuous, north northwest trending ridges throughout the area with broad tundra covered flat valleys.  The many lakes are also elongate in a north northwest direction.  The area is covered by relatively thick overburden ranging up to 20 m in thickness.  It consists of locally and regionally derived tills and
boulder tills with lacustrine and marine sediments and clay up to 15 m thick present in larger valleys.

History

The Hope Bay Volcanic Belt (the HBVB) was first outlined in 1962 by J.A. Fraser of the Geological Survey of Canada during a reconnaissance scale mapping program, known as Operation Bathurst.  Since that time, prior to the involvement of the Corporation, a number of exploration and mining companies have explored the area for gold, silver and base metal deposits.

In 1991, BHP Mineral Canada Ltd. (BHP) commenced a systematic exploration program on the Hope Bay Greenstone Belt.  Mapping, prospecting, till sampling, and airborne and ground geophysical surveys were conducted.  Almost 200,000 m of drilling were carried out.  The BHP work led to the discovery of the Boston deposit in 1992, the Doris deposit in 1995 and the Madrid deposit in 1994.  In 1996 and 1997, BHP conducted an underground bulk sampling program at Boston.  From 1991 to 1998, BHP spent some $85 million on exploration of the entire belt.

In June 1999, Cambiex Exploration Inc. (Cambiex) of Montréal optioned the Hope Bay Project from BHP Diamonds, which had acquired all the mineral assets of BHP through an internal corporate reorganization. In December 1999, the Corporation acquired a 50% interest in the Hope Bay Project from Cambiex and they formed the Hope Bay Joint Venture.  Cambiex later changed its name to Hope Bay Gold Corp Inc.





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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 consolidating 100% ownership of the Hope Bay Project in the Corporation.

Geological Setting

The HBVB is located in the northeast portion of the Slave Structural Province (SSP), which is predominantly an Archean granite greenstone metasedimentary terrain that lies between Great Slave Lake and Coronation Gulf.

The Hope Bay Project covers most of the land underlain by the Hope Bay Greenstone Belt.  The greenstone belt extends over 80 km north south direction and is between 7 and 20 km wide, and is part of the Bathurst Block, which covers approximately 16,000 km2 in the northeast portion of the SSP.  The Bathurst Block is the portion of the SSP northeast of Bathurst Inlet. It is isolated from the rest of the Slave by Proterozoic cover of the Kilohigok Basin. The HBVB is within the northern portion of the Bathurst Block and is dominated by mafic volcanics with felsic volcanic and volcaniclastic products and subordinate ultramafic bodies and metasedimentary rocks.

Geological Setting and Mineralization

Three gold systems or districts have been defined on the belt to date, which are known as Boston, Doris and Madrid.  Each of the three systems is centered on a key deposit which may have multiple zones of mineralization.

Boston System

The Boston system is one of the larger known gold resources in the Hope Bay belt. Recent deep drilling has indicated the potential to significantly expand these resources. The geology around the Boston deposit is a bimodal assemblage of mafic and felsic volcanic rocks along with sedimentary rocks all of which are complexly folded about a large-scale synformal-anticline.  A large scale fold dominates the geology of the Boston area. The core of the anticline is occupied by mafic volcanic rocks that host the Boston deposit and these are in turn overlain by sedimentary rocks. The structure is best defined by facing directions recognized by graded bedding, bedding-cleavage relationships in the sedimentary rocks and from pillow shelves in the mafic volcanic rocks. The geometry of this fold, well constrained by lithologic contacts and facing directions, is unusual in that it has the broad geometry of a synform
with the facing directions of an anticline making it a synformal anticline or an overturned anticline. The fold is south plunging. Several suites of mafic volcanic rocks are recognized in the Boston area; these include the Boston and the East and West Spyder suites. Interflow sediments are relatively common but volumetrically minor and consist mainly of argillite with lesser chert.  Variolitic and non-variolitic mafic volcanic rocks are recognized and form consistent map units. The non-variolitic unit is the most abundant, underlying much of the map area.  In the Boston suite, a distinct variolitic phase is recognized which can be correlated over several kilometers. The variolitic unit appears to wrap around the main F2 synformal antiform and may be the main host rock for the Boston deposit.

Gold mineralization at the Boston deposit is present in multiple zones of extensive hydrothermal alteration and quartz veining 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. The bulk of the gold mineralization at Boston occurs in two major horizons, the B-2 and B-3 zones, and one weaker horizon, the B4 zone.  Each zone extends to over 1km in length and is composed of numerous quartz-carbonate veins commonly with pyrite.  The veins are 5cm to 3m in width and at variable lengths, within a 10m to



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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 the majority of the total mineral resources at the Boston deposit.  It is characterized by a series of parallel, en-echelon quartz-carbonate veins along the contact between basaltic and sedimentary rocks.

2006 drilling in the fold area encountered previously unrecognized gold mineralization within the same host volcanic units approximately 400 meters north of the current B2 limits in a new zone termed the BN zone. Mineralization differs from the B2 and B3 zones in that there is very minor quartz veining in BN with gold mineralization associated with disseminated sulphides. At this time the significance of this new mineralization is being evaluated.

Doris System

The Doris deposits are typical of the Archean lode or greenstone-hosted deposit style and occur within a steeply dipping, over 3 km-long quartz vein system in folded and metamorphosed pillow basalts.  At the north end, the veins are folded to create a high-grade anticlinal hinge zone lying close to surface (the Doris Hinge), which will be the first Hope Bay resource to be brought into production. The anticlinal fold axis extends south through Doris Lake, marking the transition between east-facing strata on the east shore of Doris Lake and west-facing strata on the west shore of Doris Lake.  The dominant structure in the area is a tight to isoclinal antiform structure. The fold axis strikes approximately north-south and is doubly plunging. The antiform plunges shallowly to the north around the Doris deposit, and shallowly to the south at the south end of Doris Lake. The antiform
axial plane is slightly inclined with an east vergence. The antiform is mapped based on younging directions from gas cavities in the pillowed Mg tholeiitic basalts. The Fe tholeiites only rarely contain gas cavities and their younging direction is inferred from adjacent Mg tholeiites.

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 high grade.  The Doris Hinge mineralization which contains most of the Doris North resources is 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 2003.  An updated feasibility study is currently underway and is expected to be completed during the second quarter of 2007.

The Doris Central zone lies approximately 1.2 km south of Doris Hinge, in an area where the Lakeshore vein is well mineralized and forms a shallow southerly plunging structure. At Doris Central the Lakeshore vein is similar in character to the veining at Doris North. The current geological interpretation at Doris central defines the intersection of a cross cutting structure with the Lakeshore vein and subsequent increases in gold mineralization.

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 tourmaline-pyrite septa or ribbons.





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MHBL proposes to develop the Doris North deposit as described below under the subheading Doris North Development Plan.  The majority of the mineralization in the Doris Connector zone and a small portion of the Doris Central zone lies within 100 m of the bottom of Doris Lake and cannot be mined under current mining regulations without a specific authorization from the Nunavut Mines Inspection Service.

Madrid System

The Madrid system is the largest deposit on the Hope Bay belt and is located 6 km south of Doris.  The majority of the currently defined resources appear to be bound by the Deformation Zone, a zone of localized strain and alteration that is traceable over 11 km of strike.  Substantial gold resources have been identified near a flexure in the Deformation Zone over a strike length of approximately 2 km and to a maximum depth of approximately 700 m.

The Deformation Zone is a regionally significant corridor of high strain and hydrothermal alteration adjacent to and locally transecting prospective iron-rich rock units.  This structural and stratigraphic corridor is the locus of a significant mineralized trend with a number of mineralized occurrences identified through drilling over an approximately 11km strike length.  Drilling to date has defined a number of zones along this strike length, with the best-defined areas to date lying within the northernmost 2,300m.  Drilling in 2006 has largely established continuity between a series of previously isolated deposits. Interpretation is ongoing with the current deposits identified as Naartok East, Naartok West, Rand, Suluk, South of Suluk, Patch 7 and South Patch deposits. The bulk of the mineralization occurs within the northern portion of the system in the Naartok East, Naartok West, Rand and Suluk
deposits. Current geological interpretation has identified Naartok West, Rand and Suluk as a single largely continuous deposit.  Gold mineralization at the Madrid area is hosted by sericitic and iron-carbonate altered iron and titanium rich basaltic rocks, and less commonly by gabbro, ultramafic rocks and interlayered argillaceous sedimentary rocks.  Alteration minerals are albite, dolomite and quartz.  Unlike the Doris Deposit, gold mineralization in the Madrid area is characterized by multistage brecciation and alteration with at least two separate gold mineralization events.  Gold occurs within north-northeast, east, southeast and north-northwest trending brecciated and carbonate altered zones, and is associated with disseminated pyrite.

Naartok

The Naartok discovery is the westernmost deposit in the Madrid system to date, where one drill hole in 2000 encountered 6.9 g/t gold over 51.8m (including 21.4 g/t gold over 11.4m).  Drilling at Naartok in 2001 defined a broad zone of gold mineralization with a strike length of about 300m and a thickness of 10-30m.  This zone is located in the hanging wall of the Deformation Zone and is characterized by a broad zone of >1g/t gold assays containing shoots of higher grade mineralization. Miramar focused on this system in 2006, completing the bulk of all Hope Bay drilling on Naartok in 2004, 2005 and 2006.

Mineralization at Naartok occurs in zones of multi-phase brecciation, quartz stock working/silicification, albitization and pyritization in the hanging wall of the Deformation Zone.  Gold mineralization appears to be controlled by a combination of structures and favourable volcanic rocks that are preferentially altered and mineralized.  Drilling to date has defined a steeply plunging zone of intense silicification/albitization and higher-grade gold values (15-25 g Au/t) extending 75-150m along strike, plunging +200m and averaging 5-25m thick in Naartok West and has defined a shallower plunging zone of intense albitization and pyritization (+5 g Au/t) extending 800m along strike, plunging at least 350m and averaging +30m thick in Naartok East.





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Suluk Zone

Drilling in 2002-2003 initially identified the Suluk deposit approximately 600m southeast of Naartok along the Deformation Zone.  At Suluk sub-parallel and variably altered and mineralized horizons which dip at -80 degrees to the west have been traced for 500m along strike and to depths of more than 500 m below surface.  The mineralization at Suluk is similar to Naartok, with silicification, quartz stock works and pyrite within a broader sericite-dolomite alteration halo.

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 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 identified active carbon that could potentially adversely affect the recovery of gold in a conventional cyanidation recovery circuit, however, 2004 work established that this only applies to a portion of the Suluk resources.

Rand Zone

The Rand Zone is roughly west striking and north dipping and occurs east of the Naartok East zone.  Rand mineralization is hosted within the same rock units as Naartok and Suluk and 2006 drilling has established that Rand is the easterly extension of the Naartok West zone and that mineralization is nearly continuous to the south linking with the Suluk deposit.

Other Zones

Significant gold mineralization is found along the trend of the Deformation Zone outside of Naartok and Suluk 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 other less explored areas associated with the Deformation Zone, remain important targets for future exploration activities in the Madrid area.

Exploration

2000

The Miramar/HBGC joint venture (HBJV) commenced a major exploration program on the Boston and Doris deposits in 2000 and for the entire project area, some 45,580.1 m of diamond drilling in 319 holes were completed.

The Boston ramp/decline was dewatered and 16,024.3 m were drilled in 145 holes of detailed in-fill underground drilling on a nominal 10 m by 15 m spacing.  This work further defined a high-grade trend in the central portion of the B2 zone.  A small number of these holes tested various possible vein orientations in the B3 zone.  Twenty surface holes totaling 3,927.6 m were drilled at Boston.

Drilling at Doris concentrated on the Hinge zone on what became Doris North and Doris Central and on Doris Connector.  Diamond drilling totaled 23,460.1 m in 142 holes.

Drilling in the Madrid area totaled 2,168.1 m in 12 holes.





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2001

During 2001, the HBJV completed 35,044.4 m of diamond drilling in 356 holes and 5,008.6 m of reverse circulation (RC) drilling in 154 holes.

The HBJV discovered two new zones in the Madrid area, the Suluk and Naartok, and completed infill drilling on the Boston deposit and the Doris Connector resource.  A small amount of diamond drilling was carried out elsewhere on Madrid.  The RC drilling concentrated on Madrid outside of the resource areas and on regional targets over the entire project area.

In addition, the HBJV carried out till surveys and detailed mapping and various lithogeochemical and other research projects.

2002

During 2002, Miramar acquired 100% ownership of the project in a stock transaction with HBGC and completed 24,594.2 m of diamond drilling in 286 holes and 4,911.4 m of RC drilling in 38 holes.  In addition, nineteen condemnation and geotechnical diamond drillholes totaling 752.0 m were drilled on Doris Connector.

Diamond drilling concentrated on Doris Hinge, Madrid outside of resource areas and regional targets.  RC drilling concentrated on Madrid outside of resource areas and regional targets.

A Miramar contractor carried out seismic refraction surveys on the Twin Peaks (Maximus option), North Windy, Gas Cache and Nexus areas.  In the case of Nexus, a bedrock seismic velocity model was generated in order to assist in interpreting alteration and structural corridors.

Heavy mineral separates till sampling was undertaken in the Doris, North Madrid and Daiwa areas.  Samples in the North Madrid area indicated potential for additional resources based on gold grain morphology and assumed travel distance of the grains.  In the Daiwa area, a number of unexplained anomalous till samples was returned.

Lithogeochemical studies of the existing whole rock database and new samples collected from the drilling and mapping programs were used to design a Hope Bay rock classification scheme, which was subsequently used to screen unknown samples.

Baseline environmental surveys were carried out as part of permitting activities.

2003

In 2003, Miramar completed 43,238.3 m of diamond drilling in 169 holes and 1,808.8 m of RC drilling in 82 holes.  In addition, eight condemnation and geotechnical diamond drillholes totaling 252.3 m were drilled on Doris Hinge, seven geotechnical diamond drillholes totaling 264.3 m were drilled on Doris Connector and seven geotechnical diamond drillholes totaling 181.5 m were drilled on Doris Central.

Deep drilling targeting the Boston deposit extended mineralization to approximately 1,000 m below surface and 600 m on strike and a surface re-mapping program was completed and generated a revised working model for the deposit.  The highlight was an intersection of 54.5 g Au/t over 9.0 m true width in hole S03-293 at over 1,000 m vertical on the B2 zone.





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Elsewhere diamond drilling was concentrated on the Madrid Suluk resource area, doubling the depth extent and confirming a revised geological interpretation.  Elsewhere on Madrid, diamond drilling tested mineralized zones in structures and splays parallel to or adjacent to the Deformation Zone in the Patch/Rand areas.  Two holes were drilled on Doris Connector and several regional targets were drilled.

RC drilling concentrated on Madrid outside the resource areas and on regional showings/target areas, including South Nexus, Gas Cache and Boston NE, all of which demonstrated potential to host significant gold mineralization.

Twelve regional targets, including those RC drilled, were the subject of regional mapping and geophysical programs.  Miramar carried out detailed geophysical surveys, ground magnetics by a contractor and an E-Scan conductivity survey by another contractor over certain areas and conducted various lithogeochemical and other research projects.

A draft environmental impact statement (EIS) for the Doris North deposit was submitted to the Nunavut Impact Review Board (NIRB) in early 2003.  Permitting activities continued throughout the year.

2004

During 2004, Miramar completed 43,447.5 m of diamond drilling in 86 holes and 1,577.4 m of RC drilling in 86 holes.  In addition, six geotechnical diamond drillholes totaling 290.9 m were drilled on Doris Hinge.

Diamond drilling was concentrated on Madrid Naartok where the resource area was expanded.  Further drilling was carried out at Boston and a small number of holes was drilled at Doris Hinge and Madrid Suluk and Rand.

The RC drilling was concentrated on Madrid outside the resource areas and on regional targets.

Miramar also carried out detailed mapping and various lithogeochemical and other research projects.

Permitting studies and activities continued and the formal Doris North EIS was submitted to NIRB late in the year.  It was returned with a request for additional studies and information.

2005

During 2005, Miramar completed 33,197.70 m of diamond drilling in 133 holes.  In addition, six geotechnical diamond drillholes totaling 66.3 m were drilled on Doris Connector.  There was no RC drilling.

Drilling was concentrated on the Madrid Naartok zone and added to the resource base.  A small number of holes were drilled elsewhere on the Madrid Trend and on regional targets, which included the North and South Nexus areas on the southern portion of the Madrid Trend, at West Kink and the Eastern Contact and Twin Peaks areas on portions of the property optioned to Maximus.  In addition, infill drilling was carried out to upgrade resources in the Doris Central zone.

18 km of Induced Polarization surveying were carried out over portions of the Madrid area and the Kink and Nexus areas.  In addition, Miramar carried out mapping, prospecting and various lithogeochemical, thin section and other research projects.

The Doris North Project EIS was re-submitted to the NIRB.





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2006

During  2006, Miramar completed 65,975 m of drilling. The bulk of the drilling focused on the Madrid system and totaled approximately 45,900 m or 70% of the 2006 drill total for the Hope Bay Project. Drilling generally targeted extensions to known mineralization, infill drilling on selected portions of deposits, and limited drilling below 300 m vertical to extend deposit extensions. The goals and objectives in 2006 at the Hope Bay Project were to upgrade sufficient resources within the Boston, Doris Central and Naartok deposits to an indicated confidence level which would support a feasibility study for phase 2 development on the Hope Bay belt with emphasis on the Madrid deposits.  The results are summarized below.

Madrid.In 2006, the Corporation focused on drilling gap areas between existing mineralized zones, drilling the strike extensions of mineralized zones and drilling selected internal targets within weakly defined mineralized zones.  The Corporation completed approximately 45,900 m (70% of the 2006 drill total for the Hope Bay Project) of drilling on the Madrid system.  The gap areas were identified by running preliminary open pit models on the year end 2005 resources at Madrid.  Two scenarios were selected to define a general range of possible pit shapes: a higher mining cost option roughly based on a $2.00 per tonne cost of mining and a lower cost option of $1.35 per tonne cost of mining. A large portion of the drilling at Naartok East, Rand, Suluk and South Suluk targeted the gaps between mineralization within the two pit options.  Additional drilling was
completed to extend and establish continuity of mineralization below 300 m to support potential underground studies.

Naartok East. Drilling was able to extend Naartok East a further 400 m north of the 2005 limits at shallow to moderate depths. Deeper drilling was also successful in extending mineralization.

Naartok West  Rand. Drilling was successful in extending the mineralization at Naartok West along strike to join the mineralization at Rand. This gap area was only weakly drilled and the continuous mineralization will have a positive impact on development studies.

Rand  Suluk. Drilling in this gap area was partially successful in establishing continuity of the mineralized zones. Geologically the mineralization appears continuous but widths are narrow and grades are moderate to low.

Suluk. Drilling was successful in extending mineralization both north and south from 2005 resource limits. Shallow drilling in areas that were historically under-drilled returned better that expected values.  These results demonstrate the continuity of the Madrid system and illustrate significant potential to expand the known mineralization based on an improved understanding of the geologic controls on mineralization.  At this point in time the mineralized zones at Naartok East and Suluk remain open at depth and along strike and will be tested in 2007.

Boston. Limited drilling at Boston identified a new style of mineralization at surface in the fold area and 13 holes were completed to coarsely define this mineralization. The mineralization tends to be wider but lower in grade that the main B2 and B3 zones. In response to the indistinct visual character of the BN zone mineralization a limited program of additional sampling was completed ion the core Boston B2 mineralized horizon. Initial results where inconclusive in identifying a halo of lower grade mineralization around the B2 resource limits. The sampling did however extend or identify new mineralized zones parallel to the B2 lenses. Further sampling of the historical and underground drilling will be required in 2007.





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Doris System.A limited drill program to expand the resource at the Doris Connector zone (between Doris North and Doris Central) encountered similar grades and widths and the resource is largely unchanged.

Assessment Exploration. In 2006, a regional exploration program was completed to meet or exceed assessment requirements. No significant new discoveries were made. Data collected will be used to design the 2007 exploration program.

Drilling

With the exception of the 2000 underground drilling at Boston, which was carried out by Advanced Diamond Drilling of Surrey, B.C., all the Miramar drilling programs have been carried out by Major Drilling Group International Inc. (Major), headquartered in Moncton, N.B.  The Hope Bay program is directly supervised and supported by Majors Yellowknife office.

Drilling is carried out 24 hours a day, seven days a week from as early as March until as late as October and crews are rotated in and out of camp on a regular basis.  Major has an on-site shop and supply centre and Miramar provides the camp and logistical services.  There are 8 Major drills currently on site. There is a variety of drill types but all core is NQ2 sized (~50.7 mm in diameter).

An older RC (reverse circulation) drill was used between 1998 and 2004 was carried out by Major and JT Thomas Drilling of Smithers, B.C. (subsequently purchased by Major in 2001).  This old RC drill was only capable of drilling vertical holes with the exception of the 2001 program when rigs had the capability of completing angled holes. Also, a new track mounted RC drill leased by Miramar is now on site and is capable of drilling angled holes in the 2007 drilling campaign.

Miramar and historic drilling details for the property up to December 31, 2006 are summarized in the table below.

HOPE BAY PROPERTY - DRILLING STATISTICS



|Deposit/Zone/Showing  | Year          | Type         | Holes | Metres 
|--------------------- | ------------- | ------------ | ----- | -------
|Boston System         | pre-2000-2004 | UG/SUR-DD    | 717   | 145,780
|                      | 2006          | SUR-DD       | 18    | 8,306  
|Subtotal  Boston      |               |              | 735   | 154,086
|Doris System          | pre-2000-2005 | DD, CON, GTK | 558   | 106,495
|                      | 2006          | SUR-DD       | 14    | 3,114  
|Subtotal  Doris North |               |              | 572   | 109,609
|Madrid System         | pre-2000-2005 | DD, RC       | 895   | 170,316
|                      | 2006          | DD           | 216   | 51,860 
|Subtotal  Madrid      |               |              | 1,111 | 222,176
|Regional Targets      | pre-2000-2005 | DD, RC       | 734   | 29,039 
|                      | 2006          | DD           | 15    | 2,695  
|Subtotal  Regional    |               |              | 749   | 31,734 
|GRAND  TOTAL 12/31/06 |               |              | 3,167 | 517,605



* Virtually 100% of pre-2000 drilling over the entire Hope Bay property was by BHP.

Note 1: UG = underground; SUR = surface; DD = diamond drilling; RC = reverse circulation drilling; CON = condemnation; GTK = geotechnical.





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Sampling and Approach

The logging geologist chooses the areas to be sampled and marks the beginning and end of each sample on the core box and the core, and draws a line along the sample length indicating how the sample is to be split.  He or she places two parts of a three-part numbered paper sample tag, on which basic information, including assaying/analytical instructions are marked, in the box at the end of the sample.  For security reasons, neither hole number nor meterage is marked on these tags.  The third portion of the tag, which does record hole number and meterage, stays in the sample tag book.  The sample number is also written on the core.  Samples are a minimum of 0.3 m in length, a maximum of 1.5 m and must not straddle lithological contacts, vein contacts or alteration fronts.  One metre shoulder samples are taken on both the footwall and hanging wall of the mineralized areas.

The logging geologist is responsible for choosing the appropriate commercial standard for insertion into the sample stream.  There must be one standard inserted in each batch of 20 samples.  He or she also prepares the numbered sample tag in the manner described above, places a portion of the tag along with the standard in a plastic sample bag, writes the sample number on the bag and passes this bag on to the sample splitters/geotechnicians who ensure that the standard sample gets into the sample stream in the proper sequence.  One blank sample (using locally derived sawed diabase core to disguise it as much as possible) is also included in each batch of 20 samples.  The blank is often inserted immediately after highly mineralized samples to test for contamination during sample preparation at the laboratory.

Following logging, the core is photographed then passed on to the samplers.  One of the two numbered tags is placed in a plastic sample bag and the same sample number is written on the bag.  The sample is then diamond sawed as per the core markings, one half going into the bag and the other returned to the box and retained for future reference and further test work as required.  Once splitting of a sample is complete, the second portion of the sample tag is stapled to the core box at the end of the sample in question.  The plastic bags are sealed with zap straps (plastic straps used by tradespeople to bundle wires, etc.), and put into rice bags holding a maximum of 22.6 kg to avoid excess air cargo charges.  Individual rice bags contain only samples from a specific hole or portion of a hole and shipments comprise complete holes only.  Shipments are flown to Yellowknife on Miramar charter aircraft.

Quality Assurance/Quality Control

Miramar has a comprehensive quality assurance/quality control (QA/QC) program in place that in Watts Griffis and McOuat Limiteds (WGM) opinion meets industry standards.  The analytical method for the gold analyses is gravimetric assay done by ALS Chemex Laboratories in North Vancouver with metallic screen assays for all samples assaying over 20 g/t gold.  Check assays are completed by TSL Laboratories in Saskatoon as part of the QA/QC program.

Commercial standards and field blanks (one of each per batch of 20 drill core samples) are inserted into the sample stream in the field and the results of these assays are monitored and the database updated on an ongoing basis.  Should any standard return a value more than two standard deviations from its expected value, that sample and all the samples in that batch are reassayed.  The batch may not be re-assayed in cases where sample values in the batch are below the detection limit or if the sample population for a new standard is too small to provide a representative mean value.

The commercial laboratories used by Miramar have their own internal QA/QC protocols involving the use of standards and blanks.





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Security of Samples

Miramar has protocols in place to ensure the security of its core samples and the analytical data derived from them.  Among these are:

| |  | Individual plastic sample bags are securely sealed with non-reusable zap straps prior to being placed in larger rice bags for shipment off site in charter aircraft;
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| |  | Discovery Mining Services Limited (Discovery), based in Yellowknife, which acts as expeditor for Miramar, unloads the sample shipments from the charter aircraft in Yellowknife.  If the First Air cargo office is open, Discovery delivers the shipments into First Airs custody and if not, Discovery holds the shipment in its secure warehouse until First Air is open;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The shipments are flown to Edmonton using First Air/Air Canada and then are transferred to Canadian Freightways for truck transport to ALS Chemex in North Vancouver which is Miramars primary laboratory;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Neither drillhole numbers nor meterages are written on the sample tags included with the samples shipped so the laboratory cannot identify the locations of the samples; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Assay results are restricted to a small number of Miramar personnel and only a limited number of Miramar personnel can relate the sample numbers and assays to the hole from which they came.
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Data security is maintained in large part by the fact that sample numbers do not directly identify the source of the sample.  Only with extreme difficulty could a non-authorized party gain access to the data required to tie assay results to individual holes and meterages.

Mineral Resource and Mineral Reserve Estimates

John R.  Sullivan,  B.Sc.,  P.Geo of WGM and  Michel  Dagbert,  P.Eng of Geostat
Systems International Inc.(Geostat) prepared an NI 43-101 technical report titled A
Technical  Review  of  the  Hope  Bay  Gold  Project,  West  Kitikmeot,  Nunavut
Territory of Canada for Miramar Mining Corporation dated June 28,  2006 (the WGM Report).
WGMs  assignment  regarding Mineral Resources consisted of an audit of the
December 31,  2005 estimates,  as prepared in-house, for the Madrid Deposit
Area resource zones, namely Naartok West, Naartok East and Rand.

Miramar has also prepared updated in-house Mineral Resource estimates for the Boston and Doris deposits and other zones in the Madrid Deposit Area.  These estimates have been updated by Miramar periodically since they were last the subject of an independent NI 43-101-compliant technical report dated September 2, 2003 (the 2003 Report).  In Miramars opinion, the changes since the 2003 Report have not been material.

All resource and reserve estimates as of December 31, 2005 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 and the Qualified Person in accordance with NI 43-101.  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 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



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for all the deposits generally lie within 25 m of a drill hole within detail drilled areas and inferred resources generally lie no more than 50 m from a drill hole.  The estimates for the Madrid area (except South Patch 14) were reviewed by an independent resource consultant in 2003-5, while those for Doris Central and Boston were audited by an independent resource consultant in 2001.  The resource estimates for Doris Hinge, Doris North and South Patch were audited by Steffen Robertson and Kirsten (Canada) Inc. (SRK) in 2002.

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 the characteristics 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.

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.

300,000 ounces of inferred resources lie within 30m of lake bottoms (pillars) and are considered unsafe to be mined due to the proximity of the resources to the lake bottom.  They are considered unlikely to be mined without significant economic and permitting challenges.  The regulations for mining pillars under lakes in Nunavut require a variance from the Mines Inspection Service for mining within 100m of a lake bottom.

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.

The mineral resources at the Hope Bay Project are being recalculated at December 31, 2006 using work completed in 2006 and the updated resources will be released by the Corporation when available.

The following tables set forth the indicated and inferred mineral resources at the Hope Bay Project as set forth in the WGM Report as at December 31, 2005:

HOPE BAY INDICATED MINERAL RESOURCES

PREPARED BY MIRAMAR

|Area/Deposit  Zone  | Indicated  | Cutoff | ContainedOuncesAu(2)
|------------------- | ---------- | ------ | --------------------
|                    | Tonnes     | g Au/t | g Au/t              
|Madrid Deposit Area |            |        |                     
|Naartok East(1)     | 6,825,000  | 4.2    | 2                   
|Naartok West(1)     | 5,023,000  | 4.3    | 2                   
|Rand(1)             | 1,379,000  | 3.2    | 2                   
|Suluk               | 1,125,000  | 4.2    | 2                   
|South Patch         | N/A        |        |                     
|South of Suluk      | N/A        | N/A    |                     
|Subtotal Madrid     | 14,352,000 | 4.1    |                     







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|Area/Deposit  Zone    | Indicated  | Cutoff | ContainedOuncesAu(2)
|--------------------- | ---------- | ------ | --------------------
|                      | Tonnes     | g Au/t | g Au/t              
|Doris Deposit         |            |        |                     
|Doris Hinge(3)        | 345,000    | 34.7   | 8                   
|Doris North/Connector | N/A        |        |                     
|Doris Central         | 824,000    | 12.9   | 5                   
|Doris Pillars         | N/A        | N/A    |                     
|Subtotal Doris        | 1,169,000  | 19.3   |                     
|Boston Deposit        |            |        |                     
|Boston B2             | 1,949,000  | 11.4   | 4                   
|Boston B3/B4          | 363,000    | 7.3    | 4                   
|Subtotal Boston       | 2,312,000  | 10.7   |                     
|Total Indicated(4)    | 17,834,000 | 6.0    |                     

|(1) | Audited by WGM, 2006
|--- | --------------------

|(2) | Disclosure of contained ounces is permitted under Canadian regulations; however, the United States Securities and Exchange Commission (SEC) generally permits mineralization that does not constitute reserves to be reported only as in place tonnage and grade.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes the undiluted, unrecovered Probable Mineral Reserve for Doris Hinge referred to below.
|--- | -----------------------------------------------------------------------------------------------

|(4) | Numbers may not add up exactly due to rounding.
|--- | -----------------------------------------------



HOPE BAY INFERRED MINERAL RESOURCES

PREPARED BY MIRAMAR

|Area/Deposit  Zone    | Indicated  | Cutoff | ContainedOuncesAu(2)
|--------------------- | ---------- | ------ | --------------------
|                      | Tonnes     | g Au/t | g Au/t              
|Madrid Deposit Area   |            |        |                     
|Naartok East(1)       | 7,157,000  | 3.7    | 2                   
|Naartok West(1)       | 3,755,000  | 4.0    | 2                   
|Rand(1)               | 3,860,000  | 2.8    | 2                   
|Suluk                 | 14,560,000 | 4.0    | 2                   
|South Patch           | 227,000    | 22.5   | 7                   
|South of Suluk        | 573,000    | 9.8    | 6                   
|Subtotal Madrid       | 30,132,000 | 4.0    |                     
|Doris Deposit         |            |        |                     
|Doris Hinge           | 28,000     | 10.0   | 8                   
|Doris North/Connector | 1,270,000  | 13.9   | 5                   
|Doris Central         | 73,000     | 12.8   | 5                   
|Doris Pillars         | 263,000    | 18.6   | 5-7                 
|Subtotal Doris        | 1,634,000  | 14.5   |                     
|Boston Deposit        |            |        |                     
|Boston B2             | 995,000    | 9.1    | 4                   
|Boston B3/B4          | 1,437,000  | 9.7    | 4                   
|Subtotal Boston       | 2,431,000  | 9.5    |                     
|Total Inferred(3)(4)  | 34,197,000 | 4.9    |                     

|(1) | Audited by WGM, 2006
|--- | --------------------

|(2) | Disclosure of contained ounces is permitted under Canadian regulations; however, the SEC generally permits mineralization that does not constitute reserves to be reported only as in place tonnage and grade.
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|(3) | Inferred Mineral Resources are reported in addition to Indicated Mineral Resources.
|--- | -----------------------------------------------------------------------------------

|(4) | Numbers may not add up exactly due to rounding.
|--- | -----------------------------------------------



Cautionary Note to U.S. Investors concerning estimates of Resources.This table uses the terms indicated resources and inferred resources.  The Corporation advises U.S. investors that while those terms are recognized and required by Canadian regulations, the SEC does not recognize them.  U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources.This table uses the term inferred resources.  Inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.  U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

Miramar reports a Probable Mineral Reserve of 458,200 t grading 22 g Au/t for the Doris Hinge Zone which is included in the Indicated Mineral Resource.  This Probable Mineral Reserve was estimated during the course of a Feasibility Study carried out by SRK on the Doris North Project in 2002 (the SRK Feasibility Study).  A summary of the SRK Feasibility Study supporting the Probable Mineral Resource was presented in an independent technical report dated February 2003 and filed on SEDAR February 10, 2003.  This Probable Mineral Reserve is included within the Indicated Mineral Resource reported in the table above entitled Hope Bay Indicated Mineral Resource, to which dilution of 39% and a mining recovery factor of 95% have been applied.  The price of gold used in the Feasibility Study was US$325/ounce.  See Doris North Development Plan below.

As the SRK Feasibility Study is now several years old, the Corporation has commissioned an update to SRK Feasibility Study by SNC-Lavalin Engineers and Constructors Inc. (the SNC Study).  The SNC Study will update the capital and operating costs to account for current supply and gold prices.  The Corporation expects to receive the SNC Study mid-2007.

Exploration and Development Plans

The Corporations objective is to become an intermediate gold producer through the sequential development of the Hope Bay Project by first developing the high grade Doris North deposit to generate cash flow to fund the subsequent development of a bulk tonnage operation at Madrid and a satellite mining operation at Boston.  In parallel with these development activities, the Corporation plans to increase the overall gold resources on the belt through the expansion of the known deposits and discoveries for new ones.

The Corporation initially planned a three phase approach to developing the Hope Bay Project, starting with the Doris North Project.

The proposed Doris North Project is a small-scale, high-grade, low-cost, high-return gold mine with the objective of generating significant cash flow, after capital payback, which would be used to advance the subsequent phases while minimizing equity dilution. Doris North is projected to produce 155,000 oz of gold per year for two years.

Under the initial plan, Doris North would be followed by a medium term operation developing the higher grade, more accessible areas of the Boston, Doris and Madrid deposits, followed by a longer term



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operation maximizing the potential of the Madrid deposit and the remainder of the Boston and Doris deposits.

Work completed in 2006 has indicated that it may be more appropriate to develop the Hope Bay Project in only two phases:  Doris North and a second larger phase.  Currently MHBL is conducting engineering studies to assess whether the next phase of development should be underground, open pit or a combination of both.  When these studies have been completed, MHBL plans to commence a feasibility study on Phase 2 based upon the mining method determined by the engineering studies.

Production from Doris North is subject to successful completion of permitting procedures and any options for production from Doris Central, Madrid or Boston will be subject to the successful completion of additional drilling, economic studies and permitting procedures, as well as availability of financing among other conditions.

Prior to 2004, exploration tended to target outcropping shear and quartz vein hosted Archean lode gold deposits, such as those discovered at Boston and Doris.  However, with the discovery of the larger mineralized Naartok and Suluk zones in the Madrid system in 2001 combined with a better understanding of the exploration potential for these large systems, exploration shifted toward discovery and delineation of mineralized zones at Madrid resulting in the majority of resource additions on the Hope Bay Project in 2003-2006.

The Corporation has established the following goals for its activities at Hope Bay during 2007:

|1. | Advance Doris North through the permitting process towards a development decision  discussed under Doris North Development Plan below.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------

|2. | Complete an update of the Doris North Feasibility Study.
|-- | --------------------------------------------------------

|3. | Initiate Doris North development and purchase and ship to site equipment and materials required to maintain the planned production start in 2008.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Complete the economic and technical studies on Phase 2 of Hope Bay development.
|-- | -------------------------------------------------------------------------------

|5. | Complete required resource definition, resource calculations and geotechnical field work to support the Phase 2 development plan.
|-- | ---------------------------------------------------------------------------------------------------------------------------------

|6. | Initiate a Feasibility Study on Phase 2 development.
|-- | ----------------------------------------------------

|7. | Complete both regional and perimeter exploration programs to identify new resources on the belt and maintain the current land package.
|-- | --------------------------------------------------------------------------------------------------------------------------------------

2007 Exploration Work

The Corporation plans to spend approximately $31 million on exploration work at the Hope Bay project in 2007, principally on the following:

|1. | $11.8 million on drilling at Madrid, including resource to reserve drilling to support a Phase 2 feasibility study, resource expansion and global resource drilling
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | $2.9 million on Boston resource expansion drilling and B2 resource definition
|-- | -----------------------------------------------------------------------------

|3. | $3.8 million on exploration drilling along the Madrid trend and other areas of the Hope Bay belt
|-- | ------------------------------------------------------------------------------------------------





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|4. | $8.1 million on camp and transportation costs
|-- | ---------------------------------------------

|5. | $4.1 million on other indirect expenditures
|-- | -------------------------------------------

Approximately 50,000 m of drilling will be directed toward the Madrid group of deposits and will largely be in support of the Phase 2 feasibility study. Drilling will also be directed toward expansion of the Madrid resource at Naartok east and Suluk. A limited amount of drilling is reserves for deeper testing and long strike extensions.

Approximately 10,000 m of drilling will be directed toward expanding and better defining the new BN zone.  An extensive program of sampling of historical drilling in the B2 zone will also be conducted.

Approximately 12,000 m of drilling will test other targets within the Hope Bay belt.

Doris North Development Plan

In 2002, SRK was engaged to prepare a feasibility study with respect to the economic potential of a stand alone development of the high grade, near surface Doris North zone.  The SRK Feasibility Study was delivered to the Corporation in January 2003.

The SRK 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 that which 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.

The SRK Feasibility Study contemplates that ore would be hauled from underground by truck to a crusher located adjacent to the portal that would feed a semi-modular mill much of which will be pre-constructed off site and then set in place on concrete foundations within the mill building.     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 doré produced on site.

The Doris North Project will be subject to a 12% net profits royalty with an 85% limit 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 has not yet been determined and will depend upon the deduction of historical and current explorations costs, capital and operating costs.

Rock extracted 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 3.7 km to the north, a barge landing site, an airstrip, and two tailings dams.  Tailings are proposed to be deposited sub-aqueously in a small lake to the east of the mill site locally known as Tail Lake.

As contemplated in the SRK Feasibility Study, all equipment, bulk supplies and materials would be moved to site by barge from Hay River.  Other supplies and personnel will be transported to and from site by aircraft.  Camp facilities for up to 175 personnel (sufficient for operating and exploration activities) 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.





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The SRK Feasibility Study estimated the capital cost of the Doris North Project at $40 million.  The prices of fuel, steel and other commodities have increased since the SRK Feasibility Study; however, the price of gold has increased during the same period so that increased revenue will likely offset possible increases in capital or operating costs.  The Doris North Project is not as sensitive to recent increases in fuel and steel prices as other such projects because it is a relatively small scale high grade underground mining operation, with minimal development required to access very high grade reserves.  Future fluctuations in commodity prices could affect the economics of the Doris North Project.

As the SRK Feasibility Study is now four years old, the Corporation has commissioned an update to SRK Feasibility Study by SNC-Lavalin Engineers and Constructors Inc. (the SNC Study).  The SNC Study will update the capital and operating costs to account for current supply and gold prices.  The Corporation expects to receive the SNC Study in the second quarter of 2007.

Development Schedule

The Corporation is targeting having all required permits for production at Doris North by the end of 2007.  The Corporation plans to initiate preliminary site construction (earthworks) in the second quarter of 2007 using equipment brought to site over the sea ice from Cambridge Bay supplemented by equipment and materials brought to site by air (C130 Hercules). Additional construction equipment and materials will be shipped to site by barge in the summer of 2007 with construction continuing through the winter of 2007-2008. Underground mine development would start in late 2007 with the collaring of the portal. The milling equipment modules and operating supplies will be shipped to site by barge in the summer of 2008 with production in second half of commencing in late 2008.  MHBL has placed an order for an initial 118 person camp for the project to be delivered to site by barge in the summer of 2007.
This will be supplemented with a portable Weatherhaven camp and exploration camp facilities as required during construction.

The Corporation expects to commit $14.2 million to the development of the Doris North Project in early 2007 on:

| |  | Initial earthworks construction
| | - | -------------------------------

| |  | Camp buildings
| | - | --------------

| |  | Mill building
| | - | -------------

| |  | Underground mining equipment
| | - | ----------------------------

| |  | Sufficient fuel, explosives and other supplies and materials to last until the 2008 sealift.
| | - | --------------------------------------------------------------------------------------------



The Corporation may commit additional funds to Doris North development, depending upon the results of the SNC Study and progress in obtaining required permits.



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).





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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.

Any water use on Inuit lands requires a licence.  The NWB issues all water licences and permits within Nunavut subject to a review by NIRB under the Nunavut Waters Act, which can make recommendations to the NWB 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.  The NIRB is the principal permitting regulatory agency for the Doris North Project under the NLCA.

In March, 2006 the NIRB completed its environmental assessment of the Doris North Project and recommended to the Minister of Indian and Northern Affairs Canada that the Doris North Project should proceed to obtain permits.  The Minister accepted the NIRB recommendation in July, 2006 and in September, 2006 the NIRB issued a project certificate authorizing permitting agencies to proceed to grant permits for the construction and operation of the project.  MHBL has applied for all material permits required for the project.  Two principal permits are an amendment to Schedule 2 of the Metal Mining Effluent Regulations (MMER) under theFisheries Act(required to allow tailings to be placed sub-aqueously within an existing lake) and a water licence from the NWB under the Nunavut Waters Act.

A condition of the MMER amendment is the Department of Fisheries and Oceans (DFO) accepting MHBLs choice of tailings facility based on a rigorous assessment of all alternatives. Based on this assessment DFO accepted the MHBLs selection of the proposed tailings facility in January, 2007 and has requested that Environment Canada amend the MMER to include the tailings facility in Schedule 2.  This amendment is expected in the second half of 2007. MHBL has reached agreement in principle with DFO on a fisheries compensation plan for the Doris North Project and is currently preparing final designs for the proposed compensation measures expected to lead to a Compensation Agreement which in turn will allow DFO to issue authorizations under theFisheries Actfor the deposition of tailings into an existing water body.

MHBL applied to the NWB for a water licence for the Doris North Project in March of 2002 and filed supplemental materials in October, 2006.  In January the NWB provided technical comments and further guidelines for the water licence application to be included in a new submission.  MHBL plans to submit the requested materials by early April, 2007 and the NWB has indicated that water licence hearings should proceed in the early summer of 2007.

MHBL has entered into an IIBA and a water compensation agreement with the KIA and will need to obtain leases of the surface at and around the Doris North Project in order to proceed with the project.  MHBL is currently negotiating the form of these leases.  MHBL will also need a mineral production lease from NTI, a corporation which holds mineral rights on behalf of Inuit.  MHBL is currently negotiating this lease.  MHBL will need several other minor permits (e.g., Explosives License from Natural Resources Canada, foreshore lease for the Jetty from Indian and Northern Affairs Canada) and MHBL is proceeding to obtain these.





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Con Mine

The Con Mine is owned by Miramar Con Mine Ltd. (Con Ltd.), a wholly owned subsidiary of the Corporation.  The Con Mine operated from 1938 until November 2003 when mining operations ceased.  During that time, 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 a strike by the hourly workers.  The Con Mine was operated from 1986 to 2003 by Con Ltd. The Corporation acquired all of the outstanding shares of Con Ltd. together with the outstanding indebtedness of Con Ltd. to NERCO Minerals Company (NERCO Minerals), its former parent, for a purchase price of approximately US$25,000,000 and 3,900,000 Common Shares valued at $4,875,000 on October 14, 1993.

On August 8, 2000, Con Ltd. received a renewal of the water licence (the Con Mine Water Licence) for the Con Mine under the Northwest Territories Waters Act. In July of 2006 the MVLWB extended the Con Mine Water Licence through January 30, 2008. This allowed the mine to pass from an operating site into a closed site and allowed for the Final Closure and Reclamation Plan to be developed and approved through a public review process. Con Ltd. has prepared a renewal application for the Con Mine Water License and will submit it in the late spring of 2007 once the Final Closure and Reclamation Plan has been approved by the MVLWB. The renewal application will cover reclamation measures, ongoing water treatment and environmental monitoring but not include allowance for mining and milling.

As a condition of the Con Mine Water Licence, Con Ltd. must maintain a security deposit for the cost of future reclamation of the Con Mine as required by the Mackenzie Valley Land and Water Board (MVLWB) and in a form acceptable to Indian and Northern Affairs Canada (INAC).  The Con Water Licence required initial security in 2000 of $1.5 million which was to increase by $1.5 million per year to a total of $9 million.  The balance of the security requirements have been satisfied through the transaction described below.

Pursuant to an agreement dated September 18, 2002 between Con Ltd. and Northwest Territories Power Corporation (NTPC) (the Bluefish Sale Agreement), on April 4, 2003 Con Ltd. sold the Bluefish Power Plant (Bluefish) to NTPC for a purchase price of $10 million which was paid on December 30, 2004 (the Bluefish Proceeds).

On December 31, 2004, $9 million of the Bluefish Proceeds was deposited into a reclamation security trust (the First Con Mine Trust) 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 closure of operations at the Con Mine under the Northwest Territories Waters Act and the Con Mine Water Licence.  The deposit into the First Con Mine Trust satisfied the security deposit obligations of Con Ltd. under the Con Mine Water Licence.

In connection with the Bluefish sale, the Corporation and Con Ltd. granted to NERCO Minerals an indemnity (NERCO Indemnity) with respect to any costs related to the potential environmental liabilities associated with the operation of the Con Mine.  As security for its obligations under the NERCO Indemnity, Con Ltd. granted to Nerco Minerals a general security agreement over all of the assets of Con Ltd..  In addition, Con Ltd. established 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.  On December 31, 2004, the remainder of the Bluefish Proceeds ($1 million) was deposited into the Second Con Mine Trust.  All proceeds of sale of the assets of the Con Mine (net of Con Ltd.s reasonable costs of sale) will also be deposited into the Second Con Mine Trust.  The second Con
Mine Trust currently has approximately $1.5 million committed to it.





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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 (primarily the historic and more tailings disposal areas).  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.

An autoclave facility was constructed and commenced operation during late 1992 to process refractory ores from ongoing mining and gold-bearing arsenic sludge from the historic roasting operations.  Operation of the autoclave to process the arsenical sludge eliminated a potential environmental liability at the site by converting the contained arsenic into a stable and environmentally benign ferric arsenate in the stable mineral form of Scorodite.  The autoclave has been processing the arsenical sludges that came from prior roaster operations on the Con Mine property since March 2000 and will continue to do so until all of these materials have been treated. The historic sludge ponds were essentially cleaned out by the end of the 2006 summer season and the removed arsenic-bearing material was mixed with iron rich roaster calcine and then stored in a concrete lined pit in the blend plant while awaiting final
processing through the autoclave in the summer of 2007. It is anticipated that all such material will have been treated through the autoclave by the end of the 2007 summer season allowing the autoclave to be decommissioned and the mill facilities to be demolished over the later half of 2007 and into 2008.

As required under the Con Mine Water Licence, Con Ltd. filed an updated Closure and Reclamation Plan in 2001 (the initial plan was submitted to the MVLWB in the 1980s) and a revised Closure and Reclamation Plan (the Plan) with the MVLWB in March 2003.  The MVLWB established a working group with representatives from Environment Canada, Department of Fisheries and Oceans, INAC Water Resources, Wildlife & Economic Development of the Government of the Northwest Territories, Stanton Territorial Health Authority, Ministry of Municipal and Community Affairs for the Government of the Northwest Territories, City of Yellowknife, Dene Nation, North Slave Metis Alliance, Dogrib Treaty II Council and Northwest Territories Chamber of Mines for the purpose of reviewing each of the sections of the  Plan and advising the MVLWB accordingly. This working group met approximately 20 times from 2003 to
2006 and has made recommendations on each section of the Plan to the MVLWB. In turn the MVLWB has issued conditional approval on all sections of the revised Plan (with the exception of the revised reclamation cost estimate). In January of 2007, Con Ltd. submitted the Final Closure and Reclamation Plan (the Final Plan) which incorporated revisions to address all of the conditions set by the MVLWB. The MVLWB is currently reviewing this Final Plan and has called for final comments by late March 2007. It is expected that this will lead to formal approval the Final Plan by the MVLWB in April of 2007.

Final processing of arsenic bearing sludges and calcines is expected to be completed in 2007. Reclamation activities has commenced with demolition and clean up of the remaining infrastructure expected to be completed by the end of 2008. Reclamation of the tailings containment areas is expected to be completed by the end of 2010. The underground mine is flooding and the flooded level should equalize at or near surface by late 2014. Ongoing water treatment of site runoff is expected to continue for a minimum of 25 years with the contaminant load requiring treatment expected to decrease over time. Post-closure maintenance and environmental monitoring has been included in the reclamation estimate for a period of 50 years with the degree of effort required expected to decline over time as the reclaimed site stabilizes and the reclamation measures become self-sustaining.

Although the ultimate amount to be incurred is uncertain, the liability for site closure and reclamation has been estimated on an undiscounted basis before inflation to be $22.1 million, to be expended from 2007



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to 2050.  The Corporation has $10.9 million on deposit in the reclamation security trusts.  The Corporation has committed the proceeds from any assets sales at the Con Mine to the Con Mine reclamation security trusts and the funds in the trusts will be applied to, in part, offset the reclamation costs as they are incurred.

EQUITY INVESTMENTS

Sherwood Copper Corporation

As at March 28, 2007 the Corporation owns 2,094,643 common shares of Sherwood Copper Corporation (Sherwood), representing a 5% interest.  Sherwood is a publicly-traded company listed on the TSX Venture Exchange.

In 2005 Sherwood completed a takeover bid for Minto Exploration Ltd. (Minto).  In consideration of Quest Capital Corp. (Quest) providing a financing facility to Sherwood to facilitate the Minto takeover, on March 23, 2005 the Corporation granted to Quest an option to purchase 1.0 million Sherwood shares at $0.25 per share for 18 months, and 1.5 million Sherwood shares at $0.35 per share for 18 months from the date that Sherwood completed the Minto takeover.  The Corporation also agreed not to sell any shares of Sherwood while the Quest finance facility is outstanding.  Sherwood issued to the Corporation 428,571 shares and 428,571 warrants exercisable at $0.35 per share. These warrants were exercised and sold by the Corporation in 2006.  The Corporation purchased 1.2 million Sherwood shares at $0.25 per share by private placement.  After these transactions
the shares of Sherwood were consolidated at the rate of one new share for four old shares.

In 2006 the Corporation exercised its warrants and sold 107,143 shares of Sherwood (428,571 pre consolidation shares).  Quest has also exercised both options granted to it by the Corporation.  The Corporation granted an option to purchase 187,500 shares of Sherwood to a former executive of the Corporation who became President of Sherwood and his affiliates, and these options have been exercised.  The 2,094,643 Sherwood shares held by the Corporation are after giving effect to the share consolidation and the sale of shares.

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 products sold from the Agua Rica property.  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 property.  The maximum amount payable under the Proceeds Agreement is $15 million.  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 Corporation has recorded $6.3 million as the estimated fair value of the Proceeds Agreement in its financial statements.

Maximus Ventures Ltd.

In September 2004, the Corporation and Maximus Ventures Ltd. (Maximus) entered into an option agreement, (the Maximus Option Agreement) pursuant to which the Corporation granted to Maximus an option (the Maximus Option) to earn a 75% interest in the Eastern Contact and Twin Peaks areas of Hope Bay (the Maximus Option Property) by spending $7.5 million on exploration over a three year period.  In consideration for entering into the Maximus Option Agreement, Maximus issued 1.5 million shares to the Corporation and to maintain the Maximus Option must issue an additional 3.5 million shares



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to the Corporation over time.  Up to an additional 16.5 million Maximus shares could also be issued to the Corporation upon specific resource milestones being reached at the Maximus Option Property.  As at March 28, 2007 the Corporation owns 4,000,000 common shares of Maximus representing 7.8% of the issued and outstanding shares.

The Maximus Option Agreement has been amended to (i) extend the period during which Maximus may exercise the Maximus Option to April 30, 2009, and (ii) drop the Eastern Contact area from the Maximus Option and substitute the Chicago Area.

RISK FACTORS

An investment in the Common Shares is speculative and involves a high degree of risk due to the nature of the Corporations business and the present stage of exploration and development of its mineral properties.  The following risk factors, as well as risks not currently known to the Corporation, could materially adversely affect the Corporations future business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking statements relating to the Corporation.  Prospective investors should carefully consider the following risk factors along with the other matters set out in this annual information form.

The Corporation will require external financing and production revenue to conduct further exploration on and development of its mineral resource properties and to develop the Doris North deposit.

As of December 31, 2006, the Corporation had cash and cash equivalents of approximately $145.8 million and working capital of approximately $143.7 million.  The Corporation estimates that it will spend approximately $31 million on exploration programs and permitting expenditures related to its properties, plant and equipment at its Hope Bay Project during the next twelve months.  The Corporation also expects to spend $14.2 on capital costs for the Doris North Project in early 2007.  Additional funds may be committed depending upon the results of the updated feasibility study and progress in obtaining permits.    Although the Corporation currently believes it has sufficient financial resources to undertake its presently planned exploration 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 deposit would require capital for project engineering and construction.  Accordingly, the continuing development of the Hope Bay Project will depend upon the Corporations ability to commence production and generate material revenues and to obtain financing on reasonable terms.  There is no assurance the Corporation will be successful in achieving profitable production and obtaining the required financing.  The failure to achieve such production or to obtain such financing could have a material adverse effect on the Corporations results of operations and financial condition.

The Corporation has had no revenue from operations and no ongoing mining operations of any kind.

The Corporation is a mineral exploration company and has no revenue from operations and no ongoing mining operations of any kind.  The Corporations properties are in the exploration stage, and the Corporation has not defined or delineated any proven or probable mineral reserves on any of its properties with the exception of the mineral reserves identified at the Doris North deposit.  Mineral exploration involves significant risk because few properties that are explored contain bodies of ore that would be commercially economic to develop into producing mines.  If the Corporations current exploration programs do not result in the discovery of commercial ore, the Corporation may need to write-off part or all of its investment in its existing properties and it will be required to acquire additional properties in order to remain in business.





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The determination of whether any mineral deposits on the Corporations properties are economic is affected by numerous factors beyond its control.  These factors include:

| |  | the metallurgy of the mineralization forming the mineral deposit;
| | - | -----------------------------------------------------------------

| |  | market fluctuations for metal prices;
| | - | -------------------------------------

| |  | the proximity and capacity of natural resource markets and processing equipment; and
| | - | ------------------------------------------------------------------------------------

| |  | government regulations governing prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

Changes in the market price of gold and other metals, which in the past has fluctuated widely, will significantly affect the potential of the Corporations properties.

The potential of the Corporations properties to be economically mined is significantly affected by changes in the market price of gold.  The market price of gold and other metals is volatile and is impacted by numerous factors beyond the Corporations control, including:

| |  | expectations with respect to the rate of inflation;
| | - | ---------------------------------------------------

| |  | the relative strength of the U.S. dollar and certain other currencies;
| | - | ----------------------------------------------------------------------

| |  | interest rates;
| | - | ---------------

| |  | global or regional political or economic conditions;
| | - | ----------------------------------------------------

| |  | supply and demand for jewellery and industrial products containing metals; and
| | - | ------------------------------------------------------------------------------

| |  | sales by central banks and other holders, speculators and producers of gold and other metals in response to any of the above factors.
| | - | -------------------------------------------------------------------------------------------------------------------------------------

A decrease in the market price of gold and other metals could make it difficult or impossible to finance the exploration or development of the Hope Bay Project or cause the Corporation to determine that it is impractical to commence or continue exploration of its properties or development efforts if any, which would have a material adverse effect on the Corporations results of operations.  There can be no assurance that the market price of gold and other metals will not decrease.

The Corporation has no history of producing gold from the Hope Bay Project and there can be no assurance that it will successfully establish mining operations or profitably produce gold.

The Corporation has no history of producing gold from the Hope Bay Project.  The Hope Bay Project is in the exploration stage and, with the exception of the Doris North deposit, the Corporation has not defined or delineated any proven or probable reserves at the Hope Bay Project.  The Hope Bay Project is not currently under development.  The future development of the Hope Bay Project will require board approval, additional financing, the design, construction and operation of mines, a processing plant and related infrastructure.  As a result, the Corporation is subject to all of the risks associated with establishing new mining operations and business enterprises including:





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| |  | the timing and cost, which will be considerable, of the construction of mining and processing facilities; the availability and costs of skilled labour, power, water, transportation and mining equipment;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the availability and cost of appropriate smelting and/or refining arrangements;
| | - | -------------------------------------------------------------------------------

| |  | the need to obtain necessary environmental and other governmental approvals and permits, and the timing of those approvals and permits; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

| |  | the availability of funds to finance construction and development activities.
| | - | -----------------------------------------------------------------------------

The costs, timing and complexities of mine construction and development are increased by the remote location of the Hope Bay Project.  It is common in new mining operations to experience unexpected problems and delays during construction, development, and mine start-up.  In addition, delays in the commencement of mineral production often occur and, once commenced, the production of a mine may not meet expectations or the estimates set forth in feasibility or other studies.  Accordingly, there are no assurances that the Corporation will successfully establish mining operations or profitably produce gold at the Hope Bay Project.

There can be no assurance that the Corporations exploration programs will result in the establishment of mineral reserves or the expansion of such reserves with new mineral reserves.

The Corporations future growth and profitability will depend, in part, on its ability to identify and expand its mineral reserves through additional exploration of the Hope Bay Project and on the costs and results of continued exploration and development programs.  Gold exploration is highly speculative in nature, involves many risks and frequently is not productive.  Most exploration projects do not result in the discovery of commercially mineable ore deposits and no assurance can be given that any anticipated level of recovery of mineral reserves will be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) ore body which can be legally and economically exploited.  There can be no assurance that the Corporations gold exploration efforts at the Hope Bay Project will be successful.  Success in identifying and increasing reserves is the result
of a number of factors, including the quality of a corporations management, its level of geological and technical expertise, the quality of land available for exploration, metal prices and other factors.  The Corporations strategy is to seek to expand its identified resources through additional drilling, to define better the location and grade of known mineralization and to locate areas of additional mineralization or extensions of known mineralization.  However, feasibility studies will be necessary to determine whether mineral resources qualify as commercially mineable (or viable) ore bodies.  If any additional gold mineralization is discovered at the Hope Bay Project, it may take several years in the initial phases of drilling until the evaluation of such mineralization is possible, during which time the economic feasibility of the deposit may change.  Substantial expenditures will be required at the Hope Bay Project to:

| |  | establish additional mineral reserves through drilling and metallurgical and other testing techniques and evaluation of the economic and legal feasibility of mining operations;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | determine metal content and the optimal metallurgical recovery processes to extract the metals from the ore;
| | - | ------------------------------------------------------------------------------------------------------------

| |  | determine the optimal development approach for a mine; and
| | - | ----------------------------------------------------------

| |  | construct mining and processing facilities.
| | - | -------------------------------------------





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As a result of these uncertainties, no assurance can be given that the Corporations exploration programs at the Hope Bay Project will result in the establishment or expansion of mineral reserves.

The Corporation has a history of losses and expects to incur losses for the foreseeable future.

The Corporation has incurred losses and may continue to incur losses for the foreseeable future.  The Corporation incurred the following losses during each of the following periods:

| |  | $2.0 million for the year ended December 31, 2006;
| | - | --------------------------------------------------

| |  | $11 million for the year ended December 31, 2005;
| | - | -------------------------------------------------

| |  | $32.5 million for the year ended December 31, 2004; and
| | - | -------------------------------------------------------

| |  | $18.5 million for the year ended December 31, 2003.
| | - | ---------------------------------------------------

The Corporation had an accumulated deficit of $212.4 million as of December 31, 2005, and an accumulated deficit of $214.4 million as of December 31, 2006.

The Corporation expects to continue to incur losses unless and until such time as the Hope Bay Project enters into commercial production and generates sufficient revenues to fund continuing operations.  The development of the Corporations Hope Bay Project will require the commitment of substantial financial resources.  It may be several years before the Corporation will generate any revenues from operation if at all.  There can be no assurance that the Corporation will realize revenue or achieve profitability.

The figures for the Corporations mineral reserves and mineral resources are estimates based on interpretation and assumptions and the Corporations mineral deposits may yield less mineral production under actual conditions than the Corporations estimates indicate.

The mineralization figures presented in this annual information form and in the Corporations filings with securities regulatory authorities, press releases and other public statements that may be made from time to time are based upon estimates made by geologists.  These estimates are imprecise and depend upon interpretation of geologic formations, grade and metallurgical characteristics, and upon statistical inferences drawn from drilling and sampling analysis, any or all of which may prove to be unreliable.  Material changes in mineral resources or mineral reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.  Estimates can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions.
There can be no assurance that:

| |  | the estimates made by geologists upon which the mineralization figures presented in this short form annual information form are based will be accurate;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | mineral resource or other mineralization figures will be accurate; or
| | - | ---------------------------------------------------------------------

| |  | this mineralization could be mined or processed profitably.
| | - | -----------------------------------------------------------

The Corporation has not commenced production on the properties comprising the Hope Bay Project, and has not defined or delineated any mineral reserves on any of its properties, with the exception of the probable mineral reserves on the Doris North deposit, and mineralization estimates for the Corporations properties may require adjustments or downward revisions based upon further exploration or development work or



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| | - 29 -
| | ------





actual production experience.  It is possible that the Corporation may encounter unusual or unexpected geologic formations or other geological or grade problems, unanticipated changes in metallurgical characteristics and gold recovery and unanticipated ground or earth conditions.  If mining operations are commenced, the grade of mineralization ultimately mined, if any, may differ from that indicated by drilling results.  Estimates of mineral recovery rates used in mineral reserve and mineral resource estimates are uncertain and there can be no assurance that mineral recovery rates in small scale tests will be duplicated in large scale tests under on-site conditions or in production scale.

The mineral reserve and mineral resource estimates contained in this annual information form have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate.  Extended declines in the market prices for gold may render all or portions of the Corporations mineralization uneconomic and result in reduced reported mineralization.  Any material reductions in estimates of mineralization, or of the Corporations ability to extract this mineralization, could have a material adverse effect on the Corporations results of operations or financial condition.

The Corporation has not established the presence of any proven and probable mineral reserves at any of its mineral properties other than the probable mineral reserves on the Doris North deposit.  There can be no assurance that subsequent testing or future studies will establish additional mineral reserves on the Corporations properties.  The failure to establish additional proven and probable mineral reserves would severely restrict the Corporations ability to implement successfully its strategies for long-term growth.

The Corporation requires various permits in order to conduct its current and anticipated future operations and delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that the Corporation has obtained, could have a material adverse impact on the Corporation.

Exploration and development of, and production from, any deposit at the Hope Bay Project, including the Doris North deposit, require permits from various Canadian federal, territorial and local government authorities.  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 on reasonable terms.  Delays or failure to obtain, expiry of or a failure to comply with the terms of such permits could prohibit development of the Hope Bay Project and have a material adverse impact on the Corporation.

The Corporations permits, licences and mineral rights to the Hope Bay Project may be subject to challenges by the Inuit based on the duty of the Federal Government to consult.

In 2005, the Supreme Court of Canada determined that there is a duty on the government to consult with and, where appropriate, accommodate where government decisions have the potential to adverse affect treaty rights.  The Court found that third parties are not responsible for consultation or accommodation of aboriginal interests and that this responsibility lies with government.  The Doris North Project has been assessed by the NIRB who concluded that any impacts of the project can be mitigated and managed.  Additionally, the KIA have entered into an IIBA with the Corporation in which the KIA consent to the Doris North Project.  Despite all this, if the Federal Government failed to consult with the KIA before issuing any permits, licences, mineral claims, mineral leases, mineral licences or surface rights (collectively, permits) to the Corporation which were not addressed in the IIBA or by the
NIRB process, there may be valid challenges to any such permits which could affect the development of the Hope Bay Project.





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The Hope Bay properties are subject to the Nunavut Land Claims Agreement and ongoing operations are affected by working relationships with Inuit organizations.

Several Nunavut Inuit organizations have agreements with MHBL and agreements will be required in the future to support development of the Hope Bay Project.  The principal Inuit organizations include the KIA, which is the owner of the surface rights at the Hope Bay Project, and NTI, which is the owner of the mineral rights at the Doris North deposit.

MHBL has surface access licences from KIA and will need to enter into surface leases of various portions of the Hope Bay Project to support future production activities.  MHBL has executed the IIBA with KIA providing for certain benefits to Inuit residing in the Kitikmeot region of Nunavut.  MHBL will need to enter into a mineral production lease with NTI over the Doris North deposit.  Negotiation of the mineral production lease are ongoing, however, there can be no assurance that NTI will execute the mineral production lease.

The Corporation believes that it enjoys good working relationships with KIA, NTI and other Inuit organizations.  The loss of these good working relationships could have a material adverse effect on the Corporations ability to carry out the development of the Hope Bay Project.

The Corporation is subject to significant governmental regulations.

The Corporations operations and exploration and development activities in Canada are subject to extensive federal, territorial and local laws and regulations governing various matters, including:

| |  | environmental protection;
| | - | -------------------------

| |  | management and use of toxic substances and explosives;
| | - | ------------------------------------------------------

| |  | management of natural resources;
| | - | --------------------------------

| |  | exploration, development of mines, production and post-closure reclamation;
| | - | ---------------------------------------------------------------------------

| |  | taxation and mining royalties;
| | - | ------------------------------

| |  | regulations concerning business dealings with native groups;
| | - | ------------------------------------------------------------

| |  | labour standards and occupational health and safety, including mine safety; and
| | - | -------------------------------------------------------------------------------

| |  | historic and cultural preservation.
| | - | -----------------------------------

Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in the Corporation incurring significant expenditures.  The Corporation may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements.  It is also possible that future laws and regulations, or a more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of the Corporations operations and delays in the development of the Corporations properties.





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| | - 31 -
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The Corporations activities are subject to environmental laws and regulations that may increase its costs of doing business and restrict its operations.

All of the Corporations exploration and production activities in Canada are subject to regulation by governmental agencies under various environmental laws.  These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations.  Compliance with environmental laws and regulations may require significant capital outlays on behalf of the Corporation and may cause material changes or delays in the Corporations intended activities.  There can be no assurance that future changes in environmental regulations will not adversely affect the Corporations business, and it is possible that future changes in these laws or regulations could have a significant adverse impact on some portion of the Corporations business,
causing the Corporation to re-evaluate those activities at that time.

Mining is inherently dangerous and subject to conditions or events beyond the Corporations control, which could have a material adverse effect on its business.

The business of gold mining is subject to a number of risks and hazards including environmental hazards, industrial accidents, labour disputes, cave-ins, pit wall failures, flooding, fires, rock bursts, explosions, power outages, periodic interruptions due to inclement or hazardous weather conditions, and other acts of God or unfavourable operating conditions.  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, increased production costs, monetary losses and possible legal liability.

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 adequate to cover any resulting liability.  In some cases, coverage is not available or considered too expensive relative to the perceived risk.  The Corporation has decided to self-insure against certain risks that were formerly covered under external policies, including risks of environmental damage.  The Corporation may suffer a material adverse effect on its business if it incurs losses related to any significant events that are not covered sufficiently or at all by its insurance policies.

Changes in the factors underlying the Doris North feasibility study since its preparation may make the financial calculations no longer applicable; actual capital costs, operating costs, production and economic returns from the Doris North deposit may differ significantly from those the Corporation has anticipated; and there are no assurances that any future development activities will result in profitable mining operations.

The initial feasibility study for the Doris North deposit was prepared in January 2003 and the Corporation is in the process of commissioning an updated feasibility study, expected to be completed in mid-2007.  The Corporation expects that operating and capital costs for the development of the Doris North deposit will be significantly higher than the estimates prepared in 2003.  Costs for energy generation, mine and plant equipment and materials needed for mine development have increased significantly industry-wide.  The Corporation believes that these increases may be offset by increases in the price of gold since 2003.  In light of the changes to these factors, the financial calculations in the 2003 feasibility study for the Doris North deposit may no longer be applicable.

The Hope Bay Project does not have an operating history upon which the Corporation can base estimates of future operating costs.  Prior to commencing production, studies which demonstrate the economic



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feasibility of the Hope Bay Project, in addition to that completed for the Doris North deposit portion of the Hope Bay Project, must be completed, all necessary permits must be obtained, a production decision must be made by the Corporations board of directors, financing for construction and development must be arranged and construction must be completed.  Studies derive estimates of cash operating costs based upon, among other things:

| |  | anticipated tonnage, grades and metallurgical characteristics of the ore to be mined and processed;
| | - | ---------------------------------------------------------------------------------------------------

| |  | anticipated recovery rates of gold from the ore;
| | - | ------------------------------------------------

| |  | cash operating costs of comparable facilities and equipment; and
| | - | ----------------------------------------------------------------

| |  | anticipated climatic conditions.
| | - | --------------------------------

Because the Corporations Hope Bay Project is located in Canada and will have production costs incurred in Canadian dollars, while gold is generally sold in United States dollars, the Hope Bay Project results could be materially adversely affected by appreciation of the Canadian dollar.

Gold is sold throughout the world principally in United States dollars.  The Corporation presents its financial results in Canadian dollars and, if the Corporation commences production on its Hope Bay Project, its operating costs on the Hope Bay Project will be incurred in Canadian dollars.  As a result, any significant and sustained appreciation of the Canadian dollar against the United States dollar may materially reduce reported revenues from sales of gold, if any, from the Hope Bay Project.  The Corporation currently has no foreign exchange hedging contracts to offset currency fluctuations.

Increased competition could adversely affect the Corporations ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

The mining industry is intensely competitive.  The Corporation competes with other mining companies, many of which have greater financial resources for the acquisition of mineral claims, permits and concessions as well as for the recruitment and retention of qualified employees.  As a result, the Corporation may be unable to acquire attractive gold mining properties on terms it considers acceptable.  Increased competition could adversely affect the Corporations ability to attract necessary capital funding or acquire suitable properties or prospects for mineral exploration in the future.

Title to the Corporations mineral properties cannot be guaranteed and may be subject to prior unregistered agreements, transfers or claims and other defects.

The Corporation cannot guarantee that title to its properties will not be challenged.  Title insurance is generally not available for mineral properties and the Corporations ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be severely constrained.  While the Corporation has investigated title to all of its mineral claims and, to the best of its knowledge, title to all such mineral properties is in good standing, the mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects.  The Corporation has not conducted surveys of all of the claims in which it holds direct or indirect interests.  A successful challenge to the precise area and location of these claims could result in the Corporation being unable to operate on its properties as permitted
or being unable to enforce its rights with respect to its properties.





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| | ------





The Corporation may experience difficulty attracting and retaining qualified management and operations personnel to meet the needs of its anticipated growth, and the failure to manage the Corporations growth effectively could have a material adverse effect on its business and financial condition.

The Corporation is dependent on the services of key executives including the Corporations President and Chief Executive Officer and other highly skilled and experienced executives and personnel focused on managing the Corporations interests, the advancement of the Hope Bay Project, as well as the identification of new opportunities for growth and funding.  Due to the Corporations relatively small size, the loss of these persons or the Corporations inability to attract and retain additional highly skilled employees required for the development of the Corporations activities may have a material adverse effect on the Corporations business or future operations.

In addition, the Corporation anticipates that, as it brings its mineral properties into production and as the Corporation acquires additional mineral rights, the Corporation will experience significant growth in its operations.  Competition for qualified management and operations personnel in the mining industry is currently intense.  The Corporation expects this growth to create new positions and responsibilities for management personnel and to increase demands on its operating and financial systems, as well as to require the hiring of a significant number of additional operations personnel.  There can be no assurance that the Corporation will successfully meet these demands and effectively attract and retain additional qualified personnel to manage its anticipated growth and hire enough additional operations personnel.  The failure to attract such qualified personnel to manage growth effectively could
have a material adverse effect on the Corporations business, financial condition and results of operations.

There are differences in U.S. and Canadian practices for reporting mineral resources.

The Corporations resource estimates are not directly comparable to those made in filings subject to SEC reporting and disclosure requirements, as the Corporation generally reports mineral resources in accordance with Canadian practices.  These practices are different from the practices used to report estimates of mineralization that do not constitute reserves in reports and other materials filed with the SEC in that the Canadian practice is to report measured, indicated and inferred mineral resources.  In the United States, mineralization may not be classified as a reserve unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.  United States investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into
reserves.  Further, inferred mineral resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically.  Disclosure of contained ounces is permitted disclosure under Canadian regulations; however, the SEC only permits issuers to report estimates of mineralization in deposits that do not constitute reserves as in place tonnage and grade without reference to unit measures.  Accordingly, information concerning descriptions of mineralization and mineral resources contained in this annual information form, or in the documents incorporated herein by reference, may not be comparable to information made public by United States companies subject to the reporting and disclosure of requirements of the SEC.

The Corporation has ongoing reclamation on the Con Mine and the Corporation may be required to contribute more funds towards the abandonment and reclamation of the Con Mine site which could have a material adverse effect on its financial position.

Con Ltd. has been granted various licences and permits relating to the Con Mine.  As a condition of these licences and permits, Con Ltd. 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 its



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water licence and other agreements, Con Ltd. has deposited into two reclamation security trusts $10.5 million for reclamation of the Con Mine.  The final Closure and Reclamation Plan for the Con Mine has not yet been approved and changes to the plan could require Con Ltd. to contribute more funds to secure the abandonment and reclamation of the Con Mine site.  The actual reclamation costs are currently estimated to exceed the amount deposited in the trusts by $11.2 million and the Corporation has recorded an asset retirement obligation of $19.2 million.  Reclamation may take a number of years and standards could change, increasing costs.

There can be no assurance that the Corporation will not be required to fund additional remediation and reclamation work at the Con Mine site which could have a material adverse effect on the Corporations financial position.

The Corporation does not currently have any ongoing reclamation on the Golden Eagle Mine but it is possible that there may be a future obligation to conduct reclamation on the Golden Eagle Mine site, which could have a material adverse effect on the Corporations financial position.

The Corporation owns the Golden Eagle Mine, a former producing open pit mine located near Virginia City, Nevada.  The Corporation believes that it has satisfied its reclamation obligations with respect to the Golden Eagle Mine site although the Corporation continues to monitor the Golden Eagle Mine site.  However, there can be no assurance that the Corporation will not be required to fund additional reclamation work at the Golden Eagle Mine site which could have a material adverse effect on the Corporations financial position.

The Corporation or its subsidiaries are from time to time a party to litigation which could have a material effect on the Corporation.

The Corporation and its subsidiaries are currently and may in the future become involved in legal proceedings.  See Legal Proceedings and Regulatory Actions.  If decided against the Corporation, certain of these legal proceedings could have a material adverse effect on the Corporations results of operation and on its financial condition.

The Corporation may raise funds for future operations through the issuance of Common Shares, securities convertible into Common Shares or debt instruments and such financing may result in the dilution of shareholdings.

In order to finance future operations, the Corporation may raise funds through the issuance of Common Shares or the issuance of debt instruments convertible into Common Shares.  The Corporation cannot predict the size of future issuances of Common Shares or the issuance of debt instruments convertible into Common Shares or the effect, if any, that future issuances and sales of the Common Shares will have on the market price of the Common Shares.  Any transaction involving the issuance of previously authorized but unissued Common Shares, or Common Securities convertible into Common Shares, would result in dilution, possibly substantial, to present and prospective holders of Common Shares.

The Common Shares are publicly traded and are subject to various factors that have historically made the Corporations share price volatile.

The market price of the Common Shares could fluctuate significantly, based on a number of factors in addition to those listed in this annual information form, including:

| |  | the Corporations operating performance and the performance of competitors and other similar companies;
| | - | -------------------------------------------------------------------------------------------------------





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| | - 35 -
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| |  | the publics reaction to the Corporations press releases, other public announcements and the Corporations filings with the various securities regulatory authorities;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | changes in earnings estimates or recommendations by research analysts who track the Common Shares or the shares of other companies in the resource sector;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | changes in general economic conditions;
| | - | ---------------------------------------

| |  | the number of the Common Shares to be publicly traded after this offering;
| | - | --------------------------------------------------------------------------

| |  | the arrival or departure of key personnel;
| | - | ------------------------------------------

| |  | acquisitions, strategic alliances or joint ventures involving the Corporation or its competitors; and
| | - | -----------------------------------------------------------------------------------------------------

| |  | the factors listed under the heading Forward-Looking Statements.
| | - | ------------------------------------------------------------------

In addition, the market price of the Common Shares is affected by many variables not directly related to the Corporations success and are therefore not within the Corporations control, including other developments that affect the market for all resource sector shares, the breadth of the public market for the Common Shares, and the attractiveness of alternative investments.  The effect of these and other factors on the market price of the Common Shares on the exchanges in which the Corporation trades has historically made the Corporations share price volatile and suggests that the Corporations share price will continue to be volatile in the future.

The Corporation does not intend to pay any cash dividends in the foreseeable future.

The Corporation has not declared or paid any dividends on its Common Shares since the date the Corporation was incorporated.  Any cash flow will be required to be reinvested in the foreseeable future to finance the growth and development of the business and the Corporation and does not intend to pay cash dividends on the Common Shares until such time as operational circumstances permit such payment.  The payment of future cash dividends, if any, will be reviewed periodically by the Corporations board of directors and will depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and conditions and other factors.

Reserves and Resources are calculated under Canadian rules

Under standards set forth by the SEC, 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 SEC standards the term reserve means that part of a mineral deposit which can be economically and legally extracted or produced at the time of the reserve determination.  The term economically, as used in the foregoing definition implies that profitable extraction or production has been established or analytically demonstrated to be viable and justifiable under reasonable investment and market assumptions; and the term legally, as used in such definition, 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 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.





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Under NI 43-101, Mineral Reserves are divided into two categories, Proven Mineral Reserves and Probable Mineral Reserves on the basis of the degree of confidence in the estimate of the quantity and grade of the deposit.

Under NI 43-101, 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.  This definition 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.

Under NI 43-101, 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. This definition 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.

Under NI 43-101, Mineral Resources are divided into three categories, Measured Mineral Resource, Indicated Mineral Resource and Inferred Mineral Resource which are defined in accordance with NI 43-101 under the guidelines set out in the CIM Standards.

Under NI 43-101, Measured Mineral Resource, in accordance with 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.

Under NI 43-101, Indicated Mineral Resource, in accordance with CIM Standards, 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.

Under NI 43-101,  Inferred Mineral Resource, in accordance with
CIM Standards,  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.



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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 AIF 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 SEC.  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 cannot be assumed that all or any part of an
indicated mineral resource or inferred mineral resource will ever be upgraded to a higher category of resource.  Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

DIVIDENDS

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.

DESCRIPTION OF CAPITAL STRUCTURE

The Corporations authorized share capital consists of 500,000,000 common shares without par value of which as at March 28, 2007 there were 217,565,440 Common Shares issued and outstanding.  Each Common Share entitles the holder to one vote on all matters voted on a poll at meetings of shareholders, to receive dividends if, as and when declared by the board of directors and to share in the remaining property of the Corporation on a dissolution or winding-up.

MARKET FOR SECURITIES

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

Trading Price and Volume

The tables below present the high and low sale prices for the Common Shares and the volume, on a monthly basis for the Toronto Stock Exchange and the American Stock Exchange for 2006.





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Toronto Stock Exchange (Canadian Dollars)

|Month     | High  | Low   | Volume    
|--------- | ----- | ----- | ----------
|January   | $3.33 | $2.59 | 20,460,707
|February  | $3.69 | $2.50 | 18,202,814
|March     | $4.27 | $3.13 | 18,079,983
|April     | $5.15 | $3.84 | 28,155,919
|May       | $4.75 | $3.20 | 18,009,716
|June      | $4.48 | $3.30 | 35,925,768
|July      | $4.27 | $3.59 | 11,814,995
|August    | $4.85 | $4.03 | 13,343,338
|September | $5.19 | $4.25 | 31,613,951
|October   | $5.48 | $4.12 | 15,679,679
|November  | $6.12 | $5.05 | 23,183,216
|December  | $6.10 | $4.95 | 14,032,478



American Stock Exchange (US Dollars)

|Month     | High  | Low   | Volume    
|--------- | ----- | ----- | ----------
|January   | $2.88 | $2.27 | 17,936,000
|February  | $2.82 | $2.21 | 13,298,000
|March     | $3.43 | $3.06 | 16,366,000
|April     | $4.00 | $3.36 | 12,735,000
|May       | $4.18 | $3.08 | 14,710,000
|June      | $3.99 | $3.15 | 14,996,000
|July      | $3.78 | $3.32 | 7,051,000 
|August    | $4.32 | $3.64 | 9,136,000 
|September | $4.59 | $3.87 | 13,448,000
|October   | $4.85 | $3.90 | 10,595,000
|November  | $5.27 | $4.55 | 17,500,000
|December  | $5.28 | $4.31 | 11,453,000

DIRECTORS AND OFFICERS

Name, Occupation and Security Holding

The following table sets forth the names and province and country of residence of the directors and executive officers of the Corporation, their position(s) held with the Corporation and their principal occupations.

|Name,  Province andCountry  and Position with theCorporation | Principal  Occupation                              | Period  of Serviceas  Director or Officer
|------------------------------------------------------------ | -------------------------------------------------- | -----------------------------------------
|Lawrence Bell(1)(4)(5)British Columbia, CanadaDirector       | Corporate Director, B.C. Hydro, electrical utility | May 22, 2003 to present                  







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| | - 39 -
| | ------







|Name,  Province andCountry  and Position with theCorporation                               | Principal  Occupation                                       | Period  of Serviceas  Director or Officer                                        
|------------------------------------------------------------------------------------------ | ----------------------------------------------------------- | ---------------------------------------------------------------------------------
|David Fennell(2)(4)Nassau, BahamasExecutive Vice-Chairman and Director                     | Mining Executive                                            | June 28, 2002 to present                                                         
|Catherine McLeod-Seltzer(3)(5)British Columbia, CanadaDirector                             | Chairperson, Pacific Rim Mining Corporation, mining company | March 21, 2001 to present                                                        
|Peter Nixon(1)(5)Ontario, CanadaDirector                                                   | Corporate Director                                          | June 28, 2002 to present                                                         
|Anthony J. Petrina(2)(3)(4)(5)British Columbia, CanadaChairman of the Board and Director   | Mining Engineer, Corporate Director                         | January 5, 1995 to present                                                       
|Christopher J. Pollard(1)(4)British Columbia, CanadaDirector                               | Retired lawyer, Corporate Director,                         | January 18, 1994 to present                                                      
|William E. Stanley(1)(2)(3)British Columbia, CanadaDirector                                | Mining Engineer, Industry Consultant                        | January 5, 1999 to present                                                       
|Anthony P. Walsh(2)British Columbia, CanadaPresident, Chief Executive Officer and Director | President and Chief Executive Officer of the Corporation    | Director:  March 5, 1999 to present; President and CEO:  July 20, 1999 to present
|Elaine Bennett,British Columbia, CanadaVice President and Controller                       | Vice President and Controller of the Corporation            | May 19, 2004 to present                                                          
|Heather DugganBritish Columbia, CanadaVice President, Human Resources                      | Vice President, Human Resources of the Corporation          | December 9, 2004 to present                                                      
|James A. CurrieBritish Columbia, CanadaVice President, Operations                          | Vice President, Operations of the Corporation               | November 2006 to present                                                         
|A. David Long,British Columbia, CanadaVice President, Legal                                | Vice President, Legal of the Corporation                    | May 19, 1994 to present                                                          
|John WakefordBritish Columbia, CanadaVice President, Exploration                           | Vice President, Exploration of the Corporation              | May 19, 2004 to present                                                          

|(1) | Member of the Audit & Risk Management Committee
|--- | -----------------------------------------------

|(2) | Member of the Executive committee
|--- | ---------------------------------





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| | - 40 -
| | ------





|(3) | Member of Human Resources Committee
|--- | -----------------------------------

|(4) | Member of the Safety & Environmental committee
|--- | ----------------------------------------------

|(5) | Member of the Corporate Governance, Nominating Committee
|--- | --------------------------------------------------------



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; Heather Duggan who, prior to 2004, was the Director of Human Resources & Workforce Development at Diavik Diamond Mines and prior to 2002, was the Principal Consultant, Mountain Consulting International, a human resources and change management consulting company; David Fennell who, prior to 2002 was the President and Chairman of Hope Bay Gold Corporation Inc.;  Catherine McLeod-Seltzer, who prior to 2006 was President of Pacific Rim Mining Corporation; James Currie, who prior to 2006 was the General Manager of Mauritanian Copper Mines SA, a subsidiary of First Quantum Minerals Ltd. and  prior to June 2005 was the President of Luzon Minerals Ltd.; and John Wakeford held
the position of Exploration Manager for the Corporation from October 2003 to May 19, 2004. Before joining Miramar, John was a consultant working on various worldwide mining properties.

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

To the knowledge of the Corporation, the number of Common Shares of the Corporation which were beneficially owned, directly or indirectly, or over which control or direction was exercised by all directors and executive officers of the Corporation as a group as at March 20, 2007, was 2,149,812 Common Shares representing 1% of the then outstanding Common Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the best of the Corporations knowledge, having made due inquiry, no director or executive officer of the Corporation:

|1. | is or has been in the last 10 years, a director or executive officer of any company that, while that person was acting in that capacity:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------

| | (a) | was the subject of a cease trade or similar order, or an order that denied the relevant company access to any exemption under Canadian securities legislation for a period of more than 30 consecutive days, or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | was subject to an event that resulted, after that person ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under Canadian securities legislation for a period of more than 30 consecutive days, or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | has, within the last 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets; or
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| | - 41 -
| | ------





|3. | has been subject to:
|-- | --------------------

| | (a) | any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Conflicts of Interest

To the knowledge of the Corporation, no director or officer of the Corporation has an existing or potential material conflict of interest with the Corporation or any of its subsidiaries.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Legal Proceedings

The following is a description of the legal proceedings to which the Corporation is party or to which any of its property is subject and which involves a claim for damages, excluding interests and costs, exceeding 10% of the Corporations current assets or which may otherwise be material to the Corporation as at December 31, 2006.

In 1995, the Corporation  entered into a joint  exploration  transaction with an
investor that resulted in a renunciation of certain resource expenses being made
to the  investor.  The  amount of  renunciation  was based  upon an  independent
valuation prepared for the Corporation relating to the Con Mine assets. In 2000,
the Canada Revenue  Agency (the  CRA)  issued a reassessment  notice
challenging  the  valuation  that  formed  the basis for this  transaction.  The
reassessment  does  not  give  rise to any  taxes  payable  by the  Corporation.
However,  as  part  of the  original  transaction,  the  Corporation  agreed  to
compensate  the  investor  for any  shortfall  in the  renunciation  made by the
Corporation to a maximum of $2.7 million plus accrued interest.  Subsequent
to  December 31,  2006,  the  Corporation  and the CRA reached a settlement
regarding  the  reassessment  which  preserves  the  amount of the  renunciation
originally  made to the investor.  Accordingly,  the Corporation no longer has a
contingent   liability   with   respect   to   possible   payments to  the
investor.

Regulatory Actions

On March 12, 2007 MHBL was fined $10,000 and required to pay $90,000 towards the cost of an environmental study in relation to a spill that occurred on June 16, 2004 when an estimated 19,000 litres of fuel spilled from a storage tank at the Windy Lake Camp at Hope Bay. Immediate and effective cleanup was initiated and the appropriate authorities notified. The major proportion of the spill was contained and recovered.





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| | - 42 -
| | ------





INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director, executive officer of the Corporation, person or company that is the direct or indirect beneficial owner of, or who exercises control or direction over, more than 10% of the outstanding Common Shares or associates or affiliates of the foregoing has any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current fiscal year that has materially affected or will materially affect the Corporation other than as described in the following paragraph.

TRANSFER AGENT AND REGISTRAR

The registrar and transfer agent for the Common Shares is Pacific Corporate Trust Company in Vancouver B.C. and Toronto, Ontario.

MATERIAL CONTRACTS

The following is a list of agreements (other than those made in the ordinary course of business) that are material to the Corporation and that were entered into (i) since January 1, 2006, or (ii) since January 1, 2002 and are still in effect:

|1. | The Bluefish Sale Agreement referred to under Con Mine.
|-- | ---------------------------------------------------------

|2. | The First Con Mine Trust referred to under Con Mine.
|-- | ------------------------------------------------------

|3. | The NERCO Indemnity referred to under Con Mine.
|-- | -------------------------------------------------

|4. | The Second Con Mine Trust referred to under Con Mine.
|-- | -------------------------------------------------------

|5. | On June 30, 2005 the Corporation transferred all of its shares of Miramar Giant Mine Ltd. (MGM), the company which held the Giant Mine located in Yellowknife, NT, to a reclamation security trust established by MGM and Indian and Northern Affairs Canada (INAC).  INAC assumed control over the Giant Mine and the Corporation has no further involvement or liability in relation to the Giant Mine, other than in relation to severance obligations to terminated employees estimated at $646,000 for which the Corporation is responsible.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | Pursuant to a subscription agreement dated November 17, 2005, on November 22, 2005 the Corporation completed the sale to Newmont Mining Corporation of Canada Limited (Newmont Canada) an affiliate of Newmont Capital Corporation by private placement of 18.5 million units at $2.35 per unit for gross proceeds of $43.5 million to Newmont Mining Corporation of Canada Limited, an affiliate of Newmont Capital Corporation.  Each unit consisted of one Common Share and one warrant exercisable to purchase one Common Share for $2.75 for a period of 48 months. The Common Shares included in the units represented approximately 9.9% of the Corporations issued and outstanding Common Shares.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Subscription Agreement also provides, among other things:

| | (a) | so long as Newmont Canada holds at least 10% of the issued and outstanding Common Shares (calculated after giving effect to the exercise of the warrants), it will have the right to participate in the Corporations financings up to 19.9%;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | - 43 -
| | ------





| | (b) | for four years Newmont Canadas ownership of the Corporation will not exceed 19.99% unless there is a public bid for over 50% of the Corporation or Newmont Canada proposes a take-over bid or other business combination whereby Newmont Canada would acquire 100% of the Corporation; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | for four years Newmont Canada may only sell its Common Shares, warrants and Common Shares acquired upon the exercise of warrants via a broad distribution, bought deal or institutional private placement, and if Newmont Canada elects to sell its Common Shares, the Corporation will have the right to acquire the Common Shares or designate the purchasers of the Common Shares for a period of 10 business days.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7. | An underwriting agreement dated June 26, 2006 whereby a syndicate of Canadian securities dealers purchased for resale 19,200,000 common shares of the Corporation at a price of $4.17 per share to raise $80,064,000.  The common shares subject to the underwriting agreement were qualified for sale in Canada and the United States by a prospectus filed with the Canadian securities administrators and the United States Securities Exchange Commission.  The dealers exercised an over allotment option and purchased for resale an additional 1,113,000 common shares at $4.17 per share.  The dealers were paid a cash commission of 5% of the gross proceeds raised pursuant to the financing.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8. | An underwriting agreement dated June 26, 2006 whereby a syndicate of Canadian securities dealers sold on behalf of the Corporation 2,900,000 shares at a price of $5.20 per share on a flow-through basis for gross proceeds of $15,080,000.  The dealers were paid a cash commission of 5% of the gross proceeds raised pursuant to the financing.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9. | An Inuit Impact and Benefits Agreement dated September 6, 2006 between the Kitikmeot Inuit Association (KIA) and MHBL whereby MHBL has agreed to promoted Inuit employment and participation by Inuit companies in the construction and operation of the Doris North Project and make cash contributions to KIA.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10. | A Water Compensation Agreement dated September 6, 2006 between the KIA and MHBL whereby MHBL will compensate the KIA for the effect on Inuit water rights resulting from the deposit of mine tailings into a lake located on Inuit owned land.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|11. | An underwriting agreement dated November 30, 2006 whereby a syndicate of Canadian securities dealers sold on behalf of the Corporation 2,040,820 shares at a price of $7.25 per share on a flow-through basis for gross proceeds of $15,000,027.  The dealers were paid a cash commission of 4% of the gross proceeds raised pursuant to the financing.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

INTERESTS OF EXPERTS

Names of Experts

The Corporations auditor is KPMG, LLP, independent chartered accountants, which has audited the Corporations consolidated financial statements as at December 31, 2006 and 2005 and for the years ended December 31, 2006 and 2005 and expressed their opinion on the Corporations year end financial statements.

John R. Sullivan, B.Sc., P.Geo of Watts, Griffis and McOuat Limited and Michael Dagbert,  B.Sc., P.Eng. of Geostat
Systems  International  Inc. prepared the WGM Report. SRK prepared a feasibility
study on the Doris North Project in 2002.



---



| | - 44 -
| | ------





John Wakeford, P.Geo. and Vice President, Exploration for the Corporation, reviewed the technical disclosure in the Corporations continuous disclosure filings made during 2005.  John Zbeetnoff, P. Geo, and Darren Lindsay, P. Geo and Exploration Manager, MHBL, prepared resource estimates (the Madrid Resource Estimates) for the Naartok and Rand portions of the Madrid system as disclosed in a news release dated April 20, 2006.

Interests of Experts

John  Wakeford,  John Zbeetnoff and Darren Lindsay each hold less than 1% of the
issued and outstanding common shares of the Corporation,  and Messrs.  Zbeetnoff
and Lindsay each hold less than 1% of the issued and outstanding  options of the
Corporation.  John Wakeford  currently  holds 390,000 options of the Corporation:

John R. Sullivan, Michel Dagbert and designated  professionals  of WGM, Geostat and SRK, when or after they
prepared their statement,  report or valuation, have not received any registered
or beneficial interests, direct or indirect, in any securities or other property
of the Corporation or of one of the Corporations associates or affiliates.
None of the foregoing persons,  except for John Wakeford and Darren Lindsay,  is
or is expected to be elected,  appointed  or employed as a director,  officer or
employee  of  the   Corporation   or  of  any  associate  or  affiliate  of  the
Corporation.

KPMG LLP are the auditors of the Corporation and have confirmed that they are independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found on the Corporations website at www.miramarmining.com and on the System for Electronic Disclosure and Retrieval (SEDAR) at www.sedar.com.

Additional financial information is contained in the Corporations financial statements and MD&A for the year ended December 31, 2006 and may be retrieved from the Corporations website at www.miramarmining.com or from SEDAR at www.sedar.com.

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 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 to be mailed to shareholders and filed on SEDAR on or around April 12, 2007.





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| | - 45 -
| | ------





AUDIT & RISK MANAGEMENT COMMITTEE MANDATE

Purpose

The purpose of the Audit and Risk Management Committee (the Committee) is to provide assistance to the Board of Directors of the Corporation in fulfilling its responsibility to the shareholders, potential shareholders and the investment community relating to corporate accounting, the reporting practices of the Corporation, the quality and the integrity of the Corporations financial reporting practices, and the audit process.  In so doing, it is the responsibility of the Committee to ensure free and open communication between the directors of the Corporation, the independent auditors and the financial management of the Corporation.

Management is responsible for the preparation, presentation and integrity of the Corporations financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Corporation.  The independent auditors are responsible for auditing the Corporations annual financial statements and for reviewing the Corporations interim financial statements.

Organization

The Committee is to 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 committee members.  The Committee will ensure that its Chairperson and members be financially literate and that at least one member have expertise in financial reporting.  The Committee will meet at least four times a year, with the authority to convene additional meetings as circumstances require.

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 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:

| |  | 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;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Review and recommend to the Directors the independent auditors to be selected to audit the financial statements of the Corporation;
| | - | -----------------------------------------------------------------------------------------------------------------------------------

| |  | 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;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| | - 46 -
| | ------





| |  | Review with the independent auditors, the Corporation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 controls 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 the Corporations policy statements to determine their appropriateness;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Review the Corporations hedging and risk management systems and policies;
| | - | --------------------------------------------------------------------------

| |  | 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 policy should be reviewed;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Review the interim and annual financial statements and disclosures under managements discussion and analysis of financial condition and results of Operations with both management and external auditors prior to the release of all such reports;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 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 Corporations financial, accounting personnel, and the cooperation that the independent auditors received during the course of the audit;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Review accounting and financial human resources succession planning within the Corporation;
| | - | -------------------------------------------------------------------------------------------

| |  | Submit the minutes of all meetings of the Committee to, or discuss the matters discussed at each Committee meeting with, the Board of Directors;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Investigate any matter brought to its attention within the scope of its duties, with the power to retain outside advisors, including legal counsel for this purpose if, in its judgment, that is appropriate, after providing notice to either the Chairman of the Board or the Chairman of the Corporate Governance and Nominating Committee;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Committee will review their own performance on a continual basis and make recommendations to the Board for changes to this Audit and Risk Management Committee Mandate and the composition of the Committee;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Have the right for the purpose of performing its duties to inspect all the books and records and any matters relating to the financial position of the Corporation with the officers, employers or external parties, including the external auditor, all of whom are expected to cooperate.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Receive and handle complaints under the Corporations Whistleblower Policy.
| | - | ---------------------------------------------------------------------------

| |  | Review and pre-approve amounts paid to the Corporations auditors for non-audit work.
| | - | -------------------------------------------------------------------------------------





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| | - 47 -
| | ------





Audit and Risk Management Committee composition

The Audit and Risk Management Committee consists of four outside and unrelated directors: Lawrence Bell (Audit Committee Expert and Chair), Peter Nixon, Christopher Pollard and William Stanley.  Each of these members has the following experience relevant to his responsibilities as a member of the Audit and Risk Management Committee:

Lawrence Bell, Chairman  Mr. Bell is the Chair of BC Hydro & Power Authority.  Mr. Bell has extensive experience dealing with financial matters, including serving in the British Columbia provinces public sector as Deputy Minister of Finance; Secretary to the Treasury Board; Deputy Minister of Housing, Lands and Parks; and Deputy Minister responsible for Transit.  Mr. Bell serves and has served on the board of many private and public companies and charitable organizations, including public mining companies and financial organizations such as currently serving at the Chair of the University of British Columbia Investment Management Trust and formerly serving as the Chief Executive Officer of Vancouver City Savings Credit Union.

Peter Nixon - Mr. Nixon has over 30 years experience in the investment business relating to selling securities and raising capital for issuers.  Mr. Nixon has experience working in the research department of a brokerage firm, has taken a one year accounting course at McGill University and a course on financial reporting with the Canadian Securities Institute.

Christopher Pollard  Mr. Pollard has obtained experience dealing with financial statement issues as a member of the Corporations Audit and Risk Management Committee for nine years and a director and member of the audit committees of other public companies.  Mr. Pollard has also served as the managing partner of a mid-sized Vancouver law firm.

William Stanley  Mr. Stanley worked for 25 years with Coopers & Lybrand, now PricewaterhouseCoopers, as a partner in charge of management consulting services for the Canadian and international mining industry.  Mr. Stanley served as Chairman of the Audit Committee of Luscar Coal Ltd. for five years, has taken courses on finance and financial statements, has served as Chairman and a director for a number of charitable organizations and has served on the Corporations Audit and Risk Management Committee for nine years.

All of the members of the Audit and Risk Management Committee are independent of the Corporation and accordingly the Corporation has not relied on any independence exemption provided in Multilateral Instrument 52-110 adopted by the Canadian Securities Administrators.

At no time in the Corporations most recently completed financial year was a recommendation of the Audit and Risk Management Committee to nominate or compensate an external auditor not adopted by Board of Directors of the Corporation.

Pre-Approval Policies and Procedures

The policy of the Audit and Risk Management Committee is that the Corporation may not retain the Corporations Auditors to conduct non audit services without the prior approval of the Audit and Risk Management Committee.  The Audit and Risk Management Committee procedure for granting such approval is to review with management the proposed services and estimated budget and, where the Audit and Risk Management Committee is satisfied that to permit the Auditor to perform the specified non audit services would not prejudice the Auditors independence, to permit the Corporation to have the Auditor perform the non audit services with a maximum permitted fee.  During the past two financial years the Audit and Risk Management Committee has approved the Corporation retaining the Auditor to perform



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| | - 48 -
| | ------





non audit services relating to: providing guidance with respect to documentation and testing of internal controls; reviewing quarterly unaudited financial statements; consulting as to accounting or disclosure treatment of transactions; performing due diligence assistance on potential acquisitions; reviewing disclosure in public offering documents; providing information risk management services associated with the implementation of computer system software; providing Canadian tax compliance services and tax planning and advisory services.

External Auditor Service Fees

During the past two financial years the Corporation paid fees to the Corporations auditors as set out below.

|                   | 2006      | 2005     
|------------------ | --------- | ---------
|Audit Fees         | $237,300  | $139,000 
|Audit Related Fees | $  50,400 | $  79,950
|Tax Fees           | $  48,250 | $  82,430
|All Other Fees     | $ -       | $ -      



Audit related fees included principally fees for consulting in relation to compliance with Sarbanes Oxley requirements and financial statement translation.  Tax fees included principally fees for flow-through and income tax return filings.















---







|2. |  | AUDITED
CONSOLIDATED FINANCIAL STATEMENTS OF MIRAMAR MINING CORPORATION
|-- |  | -----------------------------------------------------------------------

| | Consolidated
Financial Statements                     
 (Expressed in Canadian dollars)
| | ---------------------------------------------------------------------------------------

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

| | Years
ended December 31, 2006 and 2005
| | --------------------------------------

---

# AUDITORS REPORT TO
THE SHAREHOLDERS

We have audited the consolidated
balance sheets of Miramar Mining Corporation as at December 31, 2006 and 2005 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, 2006 and 2005 and the results of its operations and its
cash flows for the years then ended in accordance with Canadian generally accepted
accounting principles.

# KPMG LLP (signed)

Chartered Accountants

Vancouver, Canada

March 2, 2007, except as to note
15(d) which is as of March 30, 2007

---

MIRAMAR MINING CORPORATIONConsolidated Balance Sheets
(Expressed in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|                                                                |  |          
|--------------------------------------------------------------- |  | ---------
|                                                                |  |          
|                                                               
|                                                                |  | 2006     
|                                                               
|Assets                                                          | 
|Current assets:                                                 | 
|Cash and cash equivalents                                       |  | $ 145,800
|Short term investments                                          |  | 3,957    
|Accounts receivables                                            |  | 1,781    
|Inventory (note 3)                                              |  | 5,243    
|Power credits (note 2(n))                                       |  | 389      
|Prepaid expenses                                                |  | 322      
|                                                               
|                                                                |  | 157,492  
|Power credits (note 2(n))                                       |  | 780      
|Property, plant and equipment (note 4)                          |  | 6,547    
|Mineral properties (note 5)                                     |  | 204,892  
|Cash collateral deposits (note 6)                               |  | 15,263   
|Investment in Northern Orion Explorations Ltd. (note 7)         |  | 6,305    
|Other assets (note 8)                                           |  | 2,616    
|                                                               
|                                                                |  | $ 393,895
|                                                               
|Liabilities and Shareholders' Equity                            | 
|Current liabilities                                             | 
|Accounts payable and accrued liabilities                        |  | $ 4,976  
|Current portion of site reclamation and closure costs (note 10) |  | 8,473    
|Current portion of deferred gain (note 2(n))                    |  | 389      
|                                                               
|                                                                |  | 13,838   
|Deferred gain (note 2(n))                                       |  | 780      
|Provision for site reclamation and closure costs (note 10)      |  | 11,002   
|Future income tax liability (note 12)                           |  | 25,981   
|                                                               
|                                                                |  | 51,601   
|Shareholders' equity:                                           | 
|Share capital (note 11)                                         |  | 551,480  
|Contributed surplus                                             |  | 5,213    
|Deficit                                                         |  | (214,399 
|                                                               
|                                                                |  | 342,294  
|                                                               
|                                                                |  | $ 393,895
|                                                               

Nature of operations (note 1)
Commitments and contingencies (notes 11 and 15)
Subsequent event (note 15 (d) and (g))

See accompanying notes to
consolidated financial statements.

Approved on behalf of the Board:

|                                 |                            
|-------------------------------- | ---------------------------
|/s/
  Anthony P. Walsh  Director | /s/
David Fennell  Director

1

---

MIRAMAR MINING CORPORATIONConsolidated Statements of Operations aned Deficit
(Expressed in thousands of Canadian dollars, except per share amounts)
Years ended December 31, 2006 and 2005

|                                                                |  |                   
|--------------------------------------------------------------- |  | ------------------
|                                                                |  |                   
|                                                               
|                                                                |  | 2006              
|                                                               
|Expenses:                                                       | 
|Depreciation, depletion and accretion                           |  | $            1,379
|General and administration                                      |  | 1,726             
|Salaries                                                        |  | 1,643             
|Stock-based compensation                                        |  | 1,277             
|Professional services                                           |  | 1,170             
|Investor relations                                              |  | 490               
|Interest and penalties                                          |  | 472               
|Foreign exchange                                                |  | (11               
|Severances and closure                                          |  | 1,832             
|Write-down of assets (note 7)                                   |  | 2,200             
|Write-down of asset retirement obligation capitalized (note 10) |  | 3,356             
|                                                               
|                                                                |  | 15,534            
|                                                               
|Loss before undernoted                                          |  | (15,534           
|Other income (expense):                                         | 
|Interest income                                                 |  | 4,826             
|Other income (notes 5 and 8)                                    |  | 4,260             
|Equity loss                                                     |  | -                 
|                                                               
|                                                                |  | 9,086             
|                                                               
|Loss before income taxes                                        |  | (6,448            
|Income tax recovery (expense) (note 12):                        | 
|Current                                                         |  | 14                
|Future                                                          |  | 4,463             
|                                                               
|                                                                |  | 4,477             
|                                                               
|Loss for the year                                               |  | (1,971            
|Deficit, beginning of year                                      |  | (212,428          
|                                                               
|Deficit, end of year                                            |  | $      (214,399   
|                                                               
|Basic and diluted loss per share                                |  | $           (0.01 
|Weighted average number of common shares outstanding            |  | 200,572,424       
|                                                               

See accompanying notes to
consolidated financial statements.

2

---

MIRAMAR MINING CORPORATIONConsolidated Statements of Cash Flows
(Expressed in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|                                                            |  |              
|----------------------------------------------------------- |  | -------------
|                                                            |  |              
|                                                           
|                                                            |  | 2006         
|                                                           
|Cash provided by (used in):                                 | 
|Operations:                                                 | 
|Loss for the year                                           |  | $  (1,971    
|Items not involving cash:                                   | 
|Depreciation, depletion and accretion                       |  | 1,379        
|Stock-based compensation                                    |  | 1,277        
|Write-down of assets                                        |  | 5,556        
|Gain on sale of assets                                      |  | (4,048       
|Future income taxes                                         |  | (4,463       
|Equity loss                                                 |  | -            
|Other                                                       |  | 412          
|Changes in non-cash working capital:                        | 
|Accounts receivable                                         |  | (690         
|Inventory                                                   |  | (461         
|Prepaid expenses                                            |  | 33           
|Accounts payable and accrued liabilities                    |  | (345         
|Payments made on site reclamation (note 10)                 |  | (5,559       
|                                                           
|                                                            |  | (8,880       
|Financing:                                                  | 
|Issue of common shares for cash                             |  | 118,423      
|                                                           
|                                                            |  | 118,423      
|Investments:                                                | 
|Expenditures on plant, equipment and deferred exploration   |  | (32,227      
|Proceeds from (purchase of) short-term investments          |  | 16,043       
|Proceeds on sale of assets                                  |  | 4,041        
|Purchase of collateral deposits, net                        |  | (323         
|Purchase of securities                                      |  | -            
|                                                           
|                                                            |  | (12,466      
|                                                           
|Increase in cash and cash equivalents                       |  | 97,077       
|Cash and cash equivalents, beginning of year                |  | 48,723       
|                                                           
|Cash and cash equivalents, end of year                      |  | $ 145,800    
|                                                           
|Supplementary information:                                  | 
|Income taxes paid                                           |  | $           -
|Interest received                                           |  | 4,461        
|Non-cash investing and financing activities:                | 
|Fair value of stock options allocated to shares issued on   | 
|exercise                                                    |  | 4,358        
|Stock-based compensation included in deferred exploration   |  | 1,449        
|Recognition of future income tax liabilities to mineral     | 
|properties                                                  |  | 2,351        
|Asset retirement obligations capitalized to property, plant | 
|and equipment                                               |  | 3,356        
|Common shares received on option agreement (note 5)         |  | 745          
|                                                           

See accompanying notes to
consolidated financial statements.

3

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|1. |  | Nature
of operations:
|-- |  | ---------------------

| | Miramar
Mining Corporation (the Company) was incorporated under the laws of the
Province of British Columbia. In December, 2004, the Company made the decisions to
terminate all mining activities at its Con Mine and Giant mine operations and to commence
planned reclamation activities. Therefore, at December 31, 2006 and 2005, the Companys
principal business activity is the exploration and development of mineral property
interests. The Companys principal mineral property interest is the Hope Bay Project
located in Nunavut, Canada.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company is in the process of exploring its mineral property interest and has not yet
determined whether its mineral property interest contain economically recoverable mineral
reserves. The underlying value and the recoverability of the amounts shown for mineral
property is entirely dependent upon the existence of economically recoverable mineral
reserves, the ability of the Company to obtain the necessary financing to complete the
exploration and development of the mineral property, and future profitable production or
proceeds from the disposition of the mineral property interest.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | Significant
accounting policies:
|-- |  | --------------------------------

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

| | These
financial statements have been prepared in accordance with Canadian generally accepted
accounting principles (GAAP). These consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All material inter-company
balances and transactions have been eliminated.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | Cash
and cash equivalents include investments with terms to maturity of 90 days or less when
purchased. Cash collateral deposits are carried at cost.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | (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
from sale of the Companys product is recorded when pervasive evidence of an
arrangement exists, title and risk passes to the buyer and the sales price is fixed and
determinable. Gold and silver inventory are valued at the lower of net realizable value
and cost. Materials and supplies inventory are valued at average cost less appropriate
allowances for obsolescence.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|2. |  | Significant
accounting policies (continued):
|-- |  | --------------------------------------------

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

| | 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 on a straight-line basis over their estimated useful lives.
Office furniture and computer equipment are depreciated using the declining balance
method at 20% and 30%, respectively. Leasehold improvements are amortized straight-line
over their estimated useful life.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) |  | Impairment
of long-lived assets:
| | --- |  | --------------------------------

| | Long-lived
assets, which consist primarily of property, plant and equipment and mineral properties,
are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying value of an asset may not be recoverable. Recoverability of assets to be held
and used are measured by a comparison of the carrying value of the asset to future
undiscounted net cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the amount of the impairment is measured by the amount by
which the carrying amount of the asset exceeds its fair value.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | The
Company recognizes the fair value of a future 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 results from the acquisition, construction, development
and/or normal use of the assets. The Company concurrently recognizes a corresponding
increase in the carrying amount of the related long-lived asset which is amortized over
the life of the asset. The fair value of the asset retirement obligation is estimated
using the expected cash flow approach that reflects a range of possible outcomes
discounted at a credit-adjusted risk-free interest rate. Subsequent to the initial
measurement, the asset retirement obligation is adjusted at the end of each period to
reflect the passage of time and changes in the estimated future cash flows underlying the
obligation. Changes in the obligation due to the passage of time are recognized in income
as an operating expense using the interest method. Changes in the obligation due to
changes in estimated cash flows are recognized as an adjustment of the carrying amount of
the related long-lived asset and is amortized over the remaining life of the asset.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|2. |  | Significant
accounting policies (continued):
|-- |  | --------------------------------------------

| | (h) |  | 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 operations 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,
curtailments, 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) |  | Stock-based
compensation:
| | --- |  | -------------------------

| | The
Company has a stock option plan which is described in note 11(c). The Company records all
stock-based payments using the fair value method.
| | -----------------------------------------------------------------------------------------------------------------------------------------------

| | Under
the fair value method, stock-based payments 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, and are charged to operations over the
vesting period. The offset is credited to contributed surplus. Consideration received on
the exercise of stock options is recorded as share capital and the related contributed
surplus is transferred to share capital.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j) |  | 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
| |  |  | - |  | -----------------------------------------------------------------------------------------------

| |  |  |  |  | revenue
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 the statement of operations.
| | -------------------------------------------------------------------------

6

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|2. |  | Significant
accounting policies (continued):
|-- |  | --------------------------------------------

| | (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
carry forwards. Future income tax assets and liabilities are measured using substantively
enacted or 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) |  | Flow-through
common shares:
| | --- |  | ---------------------------

| | Canadian
tax legislation permits a company to issue flow-through shares whereby the deduction for
tax purposes relating to qualified resource expenditures is claimed by the investors
rather than the Company. Recording these expenditures for accounting purposes gives rise
to taxable temporary differences.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | When
flow-through expenditures are renounced, the Company records the tax effect as a
reduction to share capital and an increase to future income tax liabilities. To the
extent that the Company has future income tax assets that were not recognized in previous
years, due to the recording of a valuation allowance, a future income tax recovery is
recorded in the statement of operations.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (m) |  | Loss
per share:
| | --- |  | ---------------

| | Basic
loss per share is calculated by dividing loss available to common shareholders by the
weighted average number of common shares outstanding in the period. For all periods
presented loss available to common shareholders equals the reported loss. Diluted 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
loss per share assumes that the proceeds to be received on the exercise of dilutive stock
options are applied to repurchase common shares at the average market price for the
period.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For
the years ended December 31, 2005 and 2006, diluted loss per share is the same as basic
loss per share as the affect of all outstanding options and warrants (note 11) would be
anti-dilutive.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|2. |  | Significant
accounting policies (continued):
|-- |  | --------------------------------------------

| | (n) |  | Power
credits and deferred gain
| | --- |  | -------------------------------

| | 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 of Yellowknife, which supplies
power to the Companys Con Mine. Sale consideration included a non-interest bearing
note for $10 million which was paid 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 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 Company recorded a deferred gain
of $7.0 million relating to the fair value consideration of the Power Credits. During the
year ended December 31, 2006, approximately $0.4 million (2005 $0.4 million) of the
fair value of the Power Credits were consumed and has been recorded in site closure and
reclamation costs incurred along with a reduction to the corresponding deferred gain. The
Company expects to utilize approximately $0.4 million of the Power Credits, and recognize
the same amount of the deferred gain in 2007. Therefore, $0.4 million has been classified
as current.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (o) |  | Use
of estimates:
| | --- |  | -----------------

| | 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 revenue
and expenses during the reporting period. Significant areas requiring the use of
management estimates relate to the determination of the impairment of assets, site
reclamation and closure obligations, assumptions used in determining stock-based
compensation, future income tax valuation allowances and rates for amortization of
property, plant and equipment. Actual results could differ from these estimates.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (p) |  | Comparative
figures:
| | --- |  | --------------------

| | Certain
comparative figures have been restated to conform to the current years financial
statement presentation.
| | -----------------------------------------------------------------------------------------------------------------

|3. |  | Inventory:
|-- |  | ----------

|                         |  |         
|------------------------ |  | --------
|                         |  |         
|                        
|                         |  | 2006    
|                        
|Residual gold and silver |  | $     29
|Materials and supplies   |  | 5,214   
|                        
|                         |  | $5,243  
|                        

8

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|4. |  | Property,
plant and equipment:
|-- |  | ------------------------------

|                         |  |          |  |                                       
|------------------------ |  | -------- |  | --------------------------------------
|                         |  |          |  |                                       
|                        
|                         |  |          |  |                                       
|                        
|                         |  | Cost     |  | Accumulated depreciation and depletion
|                        
|Mine plant and equipment |  | $118,017 |  | $115,923                              
|Exploration equipment    |  | 3,411    |  | 691                                   
|Construction in progress |  | 1,177    |  | -                                     
|Computer equipment       |  | 1,398    |  | 1,019                                 
|Leasehold and office     |  | 609      |  | 432                                   
|                        
|Total                    |  | $124,612 |  | $118,065                              
|                        

|5. |  | Mineral
properties:
|-- |  | -------------------

| | The
following is a summary of exploration and development costs incurred related to the
Companys Hope Bay Project:
| | -------------------------------------------------------------------------------------------------------------------

|                                         |  |          
|---------------------------------------- |  | ---------
|                                         |  |          
|                                        
|                                         |  | 2006     
|                                        
|Balance, beginning of year               |  | $ 170,817
|Additions:                               | 
|Drilling                                 |  | 7,447    
|Sample analysis                          |  | 1,122    
|Personnel and contracts                  |  | 4,507    
|Stock-based compensation                 |  | 1,449    
|Supplies and equipment                   |  | 1,933    
|Other exploration costs                  |  | 1,134    
|Title and claim management               |  | 431      
|Transportation and freight               |  | 5,687    
|Camp and infrastructure                  |  | 3,057    
|Environmental and permitting             |  | 3,636    
|Feasibility and studies                  |  | 2,066    
|Future income taxes related to the above |  | 2,351    
|                                        
|                                         |  | 34,820   
|Disposition of mineral property          |  | (745     
|                                        
|Balance, end of year                     |  | $ 204,892
|                                        

| | On
February 18, 2005, the Company assigned to Dundee Precious Metals Inc.
(Dundee) its option to purchase from Kinross Gold Corporation 60% of the Back
River project, including the Goose and George Lakes deposits. During the year ended
December 31, 2005, the Company received proceeds of approximately $10 million for the
reimbursement of past exploration costs and inventory acquisition incurred by the Company
on the Back River Project plus 5%. During the year ended December 31, 2006, the Company
received a final cash payment of $2.0 million pursuant to the sales agreement upon the
project reaching a milestone as set out in the agreement. As no capitalized costs
associated with the Back River Project remain recorded in mineral properties, the $2.0
million payment has been recorded as part of other income in the statement of operations.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|5. |  | Mineral
properties (continued):
|-- |  | -------------------------------

| | On
September 20, 2004, the Company completed an option agreement with Maximus whereby
Maximus can earn a 75% interest in the Eastern Contact and Twin Peaks areas of Hope Bay by
spending $7.5 million scheduled over a three-year period. In consideration for entering
the option agreement, Maximus is to pay the Company five million shares of Maximus as
repayment for past expenditures on the properties, issued over a three-year period.
Additional shares could also be issued to the Company at specific resource milestones. To
December 31, 2006, the Company had received 3.5 million shares of Maximus which it has
been recorded as part of other assets, with a corresponding decrease of $0.7 million
recorded against the Hope Bay mineral property.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. |  | Cash
collateral deposits:
|-- |  | -------------------------

| | The
Company has established 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 Company has also
established two reclamation security trusts for the reclamation of the Con Mine (note
15(c)). The deposits are invested in guaranteed investment certificates and bear interest
at market rates ranging from 3.5% to 4.3%. These funds will be returned to the Company
upon completion of reclamation of the property to which they relate. Cash collateral
deposits are as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                         |  |        
|---------------------------------------- |  | -------
|                                         |  |        
|                                        
|                                         |  | 2006   
|                                        
|Con Mine reclamation security trust      |  | $10,873
|Con Mine road permit                     |  | -      
|Golden Eagle reclamation                 |  | 307    
|Talapoosa reclamation                    |  | 233    
|Hope Bay water licenses and land permits |  | 3,850  
|                                        
|                                         |  | $15,263
|                                        

|7. |  | Investment
in Northern Orion Explorations Ltd.:
|-- |  | -----------------------------------------------

| | At
January 1, 2005, the Company had 200,247 shares of Northern Orion Explorations Ltd.
(Northern Orion) and a net proceeds interest royalty (NPI) in a
Northern Orion mineral property 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 the Northern Orions mineral property as well as 50% of
the proceeds from the disposition of the Northern Orion mineral property, all to a maximum
of $15 million. During 2005, the Company sold all remaining shares of Northern Orion and
recorded the proceeds as a reduction of the carrying value.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the year ended December 31, 2006, the Company recorded a write down of $2.2 million to
reduce the carrying value of the investment as a result of a change in the estimated fair
value of future cash flows expected to be received from the NPI on proceeds on
disposition. Recovery of the remaining carrying value of $6.3 million is dependant upon
the receipt of net proceeds from eventual production from the mineral property or its sale
by Northern Orion.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|8. |  | Other
assets:
|-- |  | -------------

|                                                       |  |       
|------------------------------------------------------ |  | ------
|                                                       |  |       
|                                                      
|                                                       |  | 2006  
|                                                      
|Pension asset (note 13)                                |  | $1,604
|Investment in Sherwood Copper Corporation ("Sherwood") |  | 187   
|Investments                                            |  | 781   
|Nunavut Tunngavik deposit                              |  | 44    
|                                                      
|                                                       |  | $2,616
|                                                      

| | During
the year ended December 31, 2006, the Company sold a portion of its shares in Sherwood and
its other investments, realizing a gain of $2.0 million that is included in other income
in the statement of operations.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9. |  | Related
parties:
|-- |  | ----------------

| | At
December 31, 2006, the Company holds 7.3% of Maximus Ventures Ltd (Maximus), a
company related by virtue of a common director. The Company supplied services on a cost
recovery basis to Maximus totaling $1,047,304 (2005  $1,188,680) during the year
ended December 31, 2006.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the year ended December 31, 2005, the Companys investment in Sherwood was reduced
from 38.3% to 13.3% as a result of Sherwood issuing shares to outside interests. During
the period in 2005 the Company had significant influence over Sherwood, the Company
supplied services on a cost recovery basis to Sherwood totaling $122,344.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | These
transactions are recorded at their exchange amount in these consolidated financial
statements which is the amount of consideration received as established and agreed to by
the Company and, as appropriate, Maximus or Sherwood.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.    
          Site reclamation and closure:

| | The
Company has recorded provisions for the estimated cost of site closure and reclamation
relating to past mining activities at the Con Mine and the Hope Bay Project. The following
is a reconciliation of the changes in the provision for site reclamation and closure
during the year:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                          |  |          
|--------------------------------------------------------- |  | ---------
|                                                          |  |          
|                                                         
|                                                          |  | 2006     
|                                                         
|Balance, beginning of year                                |  | $ 20,483 
|Change in estimate for site closure and reclamation costs |  | 3,356    
|Site closure and reclamation costs incurred               |  | (5,559   
|Accretion expense                                         |  | 1,195    
|                                                         
|Balance, end of year                                      |  | $ 19,475 
|                                                         
|Allocated between:                                        | 
|Current portion                                           |  | $   8,473
|Non-current portion                                       |  | 11,002   
|                                                         
|                                                          |  | $ 19,475 
|                                                         

11

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|10. |  | Site
reclamation and closure (continued):
|--- |  | -----------------------------------------

| | The
Companys operations are affected by federal and local laws and regulations
concerning environmental protection. Under current regulations, the Company is required to
meet performance standards to minimize environmental impact and to perform site
restoration and other closure activities. The Companys provisions for future site
closure and reclamation costs are based on known requirements. It is not currently
possible to estimate the impact on financial results, if any, of future legislative or
regulatory developments.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the year ended December 31, 2006, the Company recorded an adjustment to increase the
liability for site closure and reclamation obligations by $3.4 million (2005  $8.1
million). This adjustment results from: an increase to the expected cost of post-closure
water treatment, a longer period of site monitoring, the addition of a contingency measure
to treat additional water from the underground mine (if the water reaches the surface) for
the period of 2015 and 2030, and an increase in the cost of reclaiming and processing
arsenic contaminated tailings in 2007 as a result of expected costs increases for
operating labour, supplies and other related costs.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Although
the ultimate amount to be incurred is uncertain, the liability for site closure and
reclamation for the Con Mine has been estimated on an undiscounted basis before inflation
to be $22.1 million and is to be expended from 2007 to 2050. For purposes of determining
the fair value of the obligation, a credit-adjusted risk-free discount rate of 9.8% and an
inflation factor of 2.0% have been applied.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
required by GAAP, cost estimates include contractor markups, provision for administration
and engineering and a provision for unforeseeable circumstances. However, the Company
expects to use its employees wherever possible to complete the reclamation activities,
which could eliminate a portion of these costs. The Company has $10.9 million on deposit
in Con Mine reclamation security trusts that will be applied, in part, to offset the
reclamation costs as they are incurred. The Company is required by regulatory agencies to
post security for the site closure and reclamation activities, excluding the arsenic
processing activities, and, based on the Companys estimate for these costs, the
Company does not currently anticipate that the regulatory agencies will require additional
funds to be contributed to the reclamation security trusts.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|11. |  | Share
capital:
|--- |  | --------------

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

| | 500,000,000
common shares without par value
| | -------------------------------------------

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

|                                                |  |                 
|----------------------------------------------- |  | ----------------
|                                                |  |                 
|                                               
|                                                |  | Common Shares   
|                                               
|                                                |  | Number of shares
|                                               
|Balance, December 31, 2004:                     |  | 159,774,830     
|Issued:                                         | 
|Common shares for cash, net of issue costs      |  | 26,070,000      
|Future income tax effect of flow-through shares |  | -               
|On exercise of stock options                    |  | 456,600         
|                                               
|Balance, December 31, 2005                      |  | 186,301,430     
|Issued:                                         | 
|Common shares for cash, net of issue costs      |  | 25,342,820      
|Future income tax effect of flow-through shares |  | -               
|On exercise of warrants                         |  | 366,000         
|On exercise of stock options                    |  | 5,114,788       
|                                               
|Balance, December 31, 2006                      |  | 217,125,038     
|                                               

| | On
November 30, 2006, the Company completed a private placement offering of 2,040,820
flow-through shares at $7.35 per share for total gross proceeds of $15 million. The
underwriter received a cash commission of 4% of the gross proceeds in payment for their
services. The Company will be required to incur Canadian exploration expenditures as
defined by the Income Tax Act (Canada) totaling $15 million by December 31, 2007.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
June 26, 2006 the Company entered into two concurrent equity underwriting agreements
comprised of a public offering of 19,200,000 common shares at $4.17 per share and a
private placement of 2,989,000 flow-through shares at $5.20 per share. On July 12, 2006,
the Company completed the closing of these two financings for aggregate gross proceeds of
$95.6 million. As part of the public offering, the Company granted the underwriters an
over-allotment option exercisable for a period of 30 days following the closing. On
August 11, 2006 the underwriters exercised the over-allotment option and purchased
1,113,000 common shares for additional gross proceeds of approximately $4.6 million. As
required by the private placement flow through agreement, the Company must incur Canadian
exploration expenditures as defined by the Income Tax Act (Canada) totaling approximately
$15.5 million by December 31, 2007.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
November 22, 2005, the Company completed a private placement to Newmont Mining
Corporation of Canada Limited (Newmont) of 18.5 million units at a price of
$2.35 per unit for gross proceeds of $43.5 million. Each unit consisted of one common
share and one warrant to purchase an additional common share at $2.75 per common share
until November 22, 2009.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|11. |  | Share
capital (continued):
|--- |  | --------------------------

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

| | On
October 14, 2005, the Company completed a private placement of 250,000 flow-through
common shares at a price of $2.05 per common share for gross proceeds of $512,500.
Pursuant to the financing agreement, the Company must incur Canadian exploration
expenditures as defined in the Income Tax Act (Canada) in the amount of $512,000 by
December 31, 2006, which amount has been incurred.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
September 30, 2005, the Company completed a private placement of 7,320,000 flow-through
common shares at a price of $2.05 per common share for gross proceeds of approximately $15 million.
In consideration for their services, the underwriters received commissions of $0.8
million and brokers warrants exercisable to purchase 366,000 common shares at $2.05
per common share until September 30, 2006. The fair value of these warrants at the grant
date was $0.1 million and has been shown on a net basis in share capital. Pursuant to the
financing agreement, the Company must incur Canadian exploration expenditures as defined
in the Income Tax Act (Canada) in the amount of $15,000,000 by December 31, 2006, which
amount has been incurred.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                               |  |               |      |                       
|------------------------------ |  | ------------- | ---- | ----------------------
|                               |  |               |      |                       
|                              
|                               |  | 2006          | 2005
|                              
|                               |  | Share options |      | Average exercise price
|                              
|Outstanding, beginning of year |  | 7,449,684     |      | $      1.87           
|Granted                        |  | 3,322,342     |      | 2.93                  
|Exercised                      |  | (5,114,788    | )    | 1.77                  
|Forfeited or expired           |  | (598,600      | )    | 1.85                  
|                              
|Outstanding, end of year       |  | 5,058,638     |      | $      2.67           
|                              
|Exercisable                    |  | 3,549,559     |      | 2.49                  
|                              

| | The
stock-based compensation costs reflected in the consolidated financial statements were
estimated using the Black-Scholes option pricing model with the following weighted
average assumptions: a risk-free interest rate of 3.9% (2005  3.6%), a dividend
yield of 0% (2005  0%), an expected volatility of 60% (2005  60%) and
expected lives of stock options of 5 years (2005  4.85 years). The weighted average
fair value of options granted in 2006 was $1.54 (2005  $1.38).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|11. |  | Share
capital (continued):
|--- |  | --------------------------

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

| | As
at December 31, 2006, 3,549,559 options were fully vested and expire as follows:
| | -----------------------------------------------------------------------------------

|     |  |          
|---- |  | ---------
|    
|Year |  | Number   
|    
|2007 |  | 150,000  
|2008 |  | 436,676  
|2009 |  | 1,227,981
|2010 |  | 878,706  
|2011 |  | 856,196  
|    

| | Exercisable
options exclude options which are contingent on future performance targets (290,000
options) and options which are restricted from exercise pending approval of an increase
in the stock option plan (1,219,078 options).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|                               |  |               |      |                       
|------------------------------ |  | ------------- | ---- | ----------------------
|                               |  |               |      |                       
|                              
|                               |  | 2006          | 2005
|                              
|                               |  | Share options |      | Average exercise price
|                              
|Outstanding, beginning of year |  | 18,866,000    |      | $      2.74           
|Granted                        |  | -             |      | -                     
|Exercised                      |  | (366,000      | )    | 2.05                  
|Forfeited or expired           |  | -             |      | -                     
|                              
|Outstanding, end of year       |  | 18,500,000    |      | $      2.75           
|                              

| | The
warrants outstanding at December 31, 2006 were granted to Newmont as described in note 11(b).
| | -------------------------------------------------------------------------------------------------

15

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|12. |  | Income and resource taxes:
|--- |  | --------------------------

| | At
December 31, 2006, the Company has unused tax loss carry forwards in Canada of $48.3
million (2005  $46.2 million) expiring between the years 2006 and 2025 which are
available to reduce taxable income and capital losses of $58.2 million (2005  $68.2
million) which are available indefinitely, but can only be utilized against capital
gains. The Company has investment tax credits totaling approximately $2.6 million (2005
$1.8 million). The tax effect of the significant components within the Companys
future tax asset (liability) at December 31 was as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                   |  |         
|-------------------------------------------------- |  | --------
|                                                   |  |         
|                                                  
|                                                   |  | 2006    
|                                                  
|Loss carry forwards                                |  | $ 12,870
|Capital losses                                     |  | 10,383  
|Property, plant and equipment                      |  | 18,504  
|Canadian resource deductions                       |  | 1,855   
|Reclamation liabilities                            |  | 6,037   
|Other                                              |  | 2,523   
|                                                  
|                                                   |  | 52,172  
|Valuation allowance                                |  | (47,553 
|                                                  
|Net future tax asset                               |  | 4,619   
|Future income tax liability of Hope Bay Gold       |  | (7,620  
|Future income tax liability on flow-through shares |  | (22,980 
|                                                  
|Net future income tax liability                    |  | $(25,981
|                                                  

| | The
income tax expense differs from the amounts computed by applying the combined federal and
provincial income tax rate of 34.1% (2005  34.1%) to pre-tax losses as a result of
the following:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                              |  |        
|------------------------------------------------------------- |  | -------
|                                                              |  |        
|                                                             
|                                                              |  | 2006   
|                                                             
|Loss before equity loss and income taxes                      |  | $ 6,448
|                                                             
|Computed "expected" tax recovery                              |  | $ 2,199
|Adjustment to income taxes resulting from change in valuation | 
|allowance, net of related changes in tax rates and other      |  | (1,626 
|Adjustment to future tax assets and liabilities for enacted   | 
|changes in tax rates                                          |  | 2,598  
|Permanent differences                                         |  | (868   
|Share issue costs                                             |  | 2,049  
|Capital taxes                                                 |  | -      
|Other                                                         |  | 125    
|                                                             
|Income tax recovery                                           |  | $ 4,477
|                                                             

16

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|13. |  | Pension plan and other post-retirement benefits:
|--- |  | ------------------------------------------------

| | The
Company has three 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:
| | ---------------------------------------------------------------------------------------------------

|                                  |  |                       |                     |          
|--------------------------------- |  | --------------------- | ------------------- | ---------
|                                  |  |                       |                     |          
|                                 
|                                  |  | Pension benefit plans | Other benefit plans
|                                 
|                                  |  | 2006                  |                     | 2005     
|                                 
|Accrued benefit obligation        |  | $ 18,449              |                     | $ 18,880 
|Fair value of plan assets         |  | 17,022                |                     | 15,790   
|                                 
|Funded status - plan deficit      |  | (1,427                | )                   | (3,090   
|Unamortized actuarial loss        |  | 3,031                 |                     | 4,350    
|Unamortized past service costs    |  | -                     |                     | -        
|                                 
|Accrued benefit asset (liability) |  | $   1,604             |                     | $   1,260
|                                 

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

|                            |  |                       |                     |         
|--------------------------- |  | --------------------- | ------------------- | --------
|                            |  |                       |                     |         
|                           
|                            |  | Pension benefit plans | Other benefit plans
|                           
|                            |  | 2006                  |                     | 2005    
|                           
|Balance, beginning of year  |  | $ 18,880              |                     | $ 17,182
|Current service cost        |  | 193                   |                     | 230     
|Interest cost               |  | 898                   |                     | 998     
|Benefits paid               |  | (1,430                | )                   | (3,023  
|Plan improvement            |  | -                     |                     | -       
|Actuarial (gain) loss       |  | (326                  | )                   | 3,425   
|Loss due to curtailment     |  | 234                   |                     | 68      
|                           
|Accrued benefit obligation, | 
|end of year                 |  | $ 18,449              |                     | $ 18,880
|                           

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

|                                       |  |                       |                     |         
|-------------------------------------- |  | --------------------- | ------------------- | --------
|                                       |  |                       |                     |         
|                                      
|                                       |  | Pension benefit plans | Other benefit plans
|                                      
|                                       |  | 2006                  |                     | 2005    
|                                      
|Fair value, beginning of year          |  | $ 15,790              |                     | $ 16,282
|Expected return on plan assets         |  | 1,089                 |                     | 1,063   
|Employer contributions                 |  | 955                   |                     | 847     
|Benefits paid                          |  | (1,430                | )                   | (3,023  
|Actuarial gains                        |  | 618                   |                     | 621     
|                                      
|Fair value of plan assets, end of year |  | $ 17,022              |                     | $ 15,790
|                                      

17

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|13. |  | Pension plan and other post-retirement benefits (continued):
|--- |  | ------------------------------------------------------------

| | Pension
expense during the year for the pension plans is $601,200 (2005  $457,200). Other
benefit plans expense for the year is $8,700 (2005  $61,800). Pension expense for
the year was comprised of the following:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                   |  |         
|---------------------------------- |  | --------
|                                   |  |         
|                                  
|                                   |  | 2006    
|                                  
|Current service cost               |  | $    193
|Interest cost                      |  | 898     
|Expected return on plan assets     |  | (1,089  
|Amortization of experience gains   |  | 365     
|Amortization of past service costs |  | -       
|Loss due to curtailment            |  | 234     
|                                  
|                                   |  | $    601
|                                  

| | The
measurement date for the plan assets and the benefit obligation was December 31, 2006.
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. The effective date
of the final actuarial valuations is the date which the plan is terminated which was June 30,
2006 for the Giant Mine plan and October 31, 2006 for one of the Con Mine plans.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
significant actuarial assumptions used in 2006 and 2005 in the measurement of the Companys
benefit obligation are shown in the following table:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

|                                                  |  |                 
|------------------------------------------------- |  | ----------------
|                                                  |  |                 
|                                                 
|                                                  |  | Pension benefits
|                                                 
|Discount rate used for accrued benefit obligation |  | 5.00            
|Discount rate used for benefit costs              |  | 4.50            
|Expected long-term rate of return on plan assets  |  | 7.00            
|Weighted average rate of compensation increase    |  | N/A             
|                                                 

| | The
actual allocation of plan assets is shown in the following table:
| | ---------------------------------------------------------------------

|                              |  |          
|----------------------------- |  | ---------
|                              |  |          
|                             
|                              |  | 2006     
|                             
|Cash and short-term           |  | $     224
|Bonds                         |  | 6,057    
|Canadian Equity Pension Trust |  | 2,653    
|Dividend Income Fund          |  | 7,606    
|Overseas equities             |  | 482      
|                             
|                              |  | $17,022  
|                             

18

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|13. |  | Pension plan and other post-retirement benefits (continued):
|--- |  | ------------------------------------------------------------

| | The
Company has a Supplemental Executive Retirement Plan for senior executives (the SERP).
The SERP provides that the Company will pay to each executive on retirement or
termination of employment a benefit equal to the difference between the amount of the
Company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 SERP
obligations are not funded by the Company until retirement or termination of employment
and therefore the SERP had a deficit at December 31, 2006 of $0.7 million (2005
 $0.6 million). At December 31, 2006, the accrued benefit liability related to the
SERP, after taking into account unamortized net actuarial losses and past service costs,
is $0.3 million (2005  $0.4 million), which is recorded in accounts payable and
accrued liabilities.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|14. |  | 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, in part,
subjective in nature and involve uncertainties in significant matters of judgment.
Changes in assumptions and market conditions could significantly affect these estimates.
The carrying values of all financial instruments approximate fair values, except for
investments presented in other assets. The fair value of the investment in Northern Orion
currently approximates carrying value based on managements estimate of fair value.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
fair value of other investments and the fair value based on the quoted market value of
the investment in Sherwood at December 31 are as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

|                       |  |                |      |           
|---------------------- |  | -------------- | ---- | ----------
|                       |  |                |      |           
|                      
|                       |  | 2006           | 2005
|                      
|                       |  | Carrying value |      | Fair value
|                      
|Investment in Sherwood |  | $187           |      | $8,457    
|Other investments      |  | 782            |      | 1,464     
|                      

19

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|15. |  | Commitments
and contingencies:
|--- |  | ------------------------------

| | (a) |  | Miramar
Con Mine Ltd. (MCML) is committed to the purchase of
                    approximately $600,000 of liquid oxygen through to August 31, 2007
subject to an                     ongoing purchase option in the Companys favour at
the discounted value of                     the remaining payments.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | As
part of the arrangement to sell a previously owned hydro electric asset, the
                    Company 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 hydro                     electric asset, 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
reclamation of the mine.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | On
August 8, 2000, MCML received a renewal water licence for the Con Mine issued
                    under the Northwest Territories Waters Act. This licence expired on
July 29,                     2006 and an extension was granted to January 30, 2008. As
a condition of a                     water license held by the MCML, the Company
maintains security deposits for the                     cost of future reclamation. In
2004, the Company completed an agreement with                     DIAND to fund security
deposits by depositing $10 million into two reclamation                     security
trusts established by the Company. The reclamation security trusts will
                    be used to fund the reclamation of the site on completion of
operations.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | In 1995,  the Company  entered  into a joint  exploration  transaction  with an investor  that  resulted in a  renunciation  of certain
resource expenses being made to the investor.  The amount of the renunciation was based upon an independent  valuation prepared for the
Company  relating to the Con Mine assets.  In 2000, the Canada Revenue Agency  ("CRA")  issued a reassessment  notice  challenging  the
valuation  that  formed the basis for this  transaction.  The  reassessment  does not give rise to any taxes  payable  by the  Company.
However,  as part of the original  transaction,  the Company  agreed to compensate  the investor for any shortfall in the  renunciation
made by the Company to a maximum of $2.7 million  plus  accrued  interest.  Subsequent  to December  31, 2006,  the Company and the CRA
reached a settlement  regarding the  reassessment  which  preserves  the amount of the  renunciation  originally  made to the investor.
Accordingly, the Company no longer has a contingent liability with respect to possible payments to the investor
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20

---

MIRAMAR MINING CORPORATIONNotes to Consolidated Financial Statements
(Tabular dollar amounts in thousands of Canadian dollars)
Years ended December 31, 2006 and 2005

|15. |  | Commitments and contingencies (continued):
|--- |  | ------------------------------------------

| | (e) |  | The
Company has a long-term lease for office space for its corporate and
                    exploration office. The Company has minimum commitments under
operating leases                     for its premises totaling approximately $340,000 per
annum from 2007 to 2009 and                     $260,000 per annum for 2010 to 2012. The
Company has a number of operating                     leases for mobile and other
equipment used at its exploration properties with                     lease terms ranging
from one to two years, which in aggregate result in                     commitments of
$611,000 in 2007 and $95,100 in 2008.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) |  | In
September 2006, the Company signed the Inuit Impact and Benefits Agreement
                    with the Kitikmeot Inuit Association (KIA) which
establishes the                     terms which will apply to Doris North mine operations
with respect to benefits                     to the Inuit people of the Kitikmeot region.
Included in the agreement are                     specific payments to the KIA which
would be made totaling $1.4 million subject                     to the successful
completion of certain project milestones such as a positive
                    production decision made by the Company and receipt of its water
license. Also                     in September 2006, the Company completed a water
compensation agreement with the                     KIA for the use of the proposed lake
for tailings disposal which establishes                     total compensation of $0.9
million to be paid by the Company over a three year                     period following
a positive production decision made by the Company.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) |  | Subsequent
to December 31, 2006, the Company entered into a purchase commitment
                    of approximately $5.7 million to acquire a 118-person camp facility
from a                     manufacturer. Under the terms of the agreement, the Company
will pay for the                     construction costs prior to its shipment to the Hope
Bay site, which is expected                     to be in July 2007. The Company has the
right to transfer its obligations under                     the purchase agreement to a
third party.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21

---







---









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

| | KPMG LLPChartered Accountants
PO Box 10426 777 Dunsmuir Street
Vancouver BC V7Y 1K3
Canada | Telephone   (604)        691-3000
Fax         (604)
      691-3031
Internet         www.kpmg.ca
| | ------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------

AUDITORS REPORT ON
RECONCILIATION TO UNITED STATES GAAP

To the Board of Directors of
Miramar Mining Corporation

On March 2, 2007, except as to note 15(d) which is as of March 30, 2007,
we reported on the consolidated balance sheets of Miramar Mining Corporation
(the Company) as at December 31, 2006 and 2005, and the consolidated
statements of operations and deficit and cash flows for the years then ended,
which are included in the annual report on Form 40-F. In connection with our
audits of the aforementioned consolidated financial statements, we also have
audited the related supplemental information entitled Reconciliation with
United States Generally Accepted Accounting Principles included in the Form
40-F. This supplemental information is the responsibility of the Companys
management. Our responsibility is to express an opinion on this supplemental
information based on our audits.

In our opinion, such supplemental information, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.



//s// KPMG LLP



Chartered Accountants



Vancouver, Canada

March 30, 2007







| | KPMG
      LLP, a Canadian limited liability partnership is the
  Canadian
| | --------------------------------------------------------------------------
| | member firm of KPMG International, a Swiss
    cooperative.               









---

MIRAMAR MINING CORPORATIONSupplementary Information, Page 1
Reconciliation with United States Generally Accepted Accounting Principles
(Dollar amounts expressed in thousands of Canadian dollars, except
per share amounts) 
For the year ended December 31, 2006 and 2005

---

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. A discussion of the material measurement
differences between Canadian GAAP and U.S. GAAP with respect to the Companys
consolidated financial statements are as follows:

|(a) |  | 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 for which commercially mineable revenues, as defined, do
not exist. As                     such $34,820 (2005  $19,106) has been charged to
the statement of                     operations. 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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
each of the years ended December 31, 2006 and 2005, the Company sold certain mineral
properties that were in the exploration stage. As a result, amounts previously written-off
for U.S. GAAP purposes would be recorded as income in the consolidated statement of
operations for the years ended December 31, 2006 and 2005.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
a result of expensing exploration costs, the related future income tax liability recorded
under Canadian GAAP is reversed for U.S. GAAP. As such, total liabilities would be
decreased by $25,981 (2005  $22,801) and shareholders equity would increase by
$25,981 (2005  $22,801).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | 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. Under Canadian GAAP, the Company has accounted for the issue
of flow-through shares by reducing shareholders equity and recognizing a future
income tax liability for the amount of tax credits renounced to the investors.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

MIRAMAR MINING CORPORATIONSupplementary Information, Page 2
Reconciliation with United States Generally Accepted Accounting Principles
(Dollar amounts expressed in thousands of Canadian dollars, except
per share amounts) 
For the year ended December 31, 2006 and 2005

---

|(b) |  | 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 2006, total flow-through share premiums received were $4,979 (2005
 $1,776), of which $1,509 relates to qualified expenditures made in 2006 (2005
 $50) and, therefore, would have been credited to earnings under U.S. GAAP and
$3,470 would remain in liabilities at December 31, 2006 (2005  $1,726) under U.S.
GAAP. In addition, the $1,726 premium liability at December 31, 2005 would be credited to
earnings in 2006 as the qualified expenditures were made in 2006.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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. 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, 2006, unexpended flow-through funds were $18,779 (2005  $15,079).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | Investments:
|--- |  | ------------

| | Under
Statement of Financial Accounting Standards (SFAS) No. 115 Accounting
for Certain Investments in Debt and Equity Securities, 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, net of the related tax effect, on available-for-sale securities are excluded from
earnings but recorded as other comprehensive income or loss under U.S. GAAP and reported
in a separate component of shareholders equity until realized. As at December 31,
2006, other assets and accumulated other comprehensive loss would each increase by $8,953
(2005  $4,295) and the change in other comprehensive loss of $4,658 (2004 
$3,852) would be reflected in other comprehensive loss in the statement of operations.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | Exploration
stage company:
|--- |  | --------------------------

| | In
December 2004, the Company determined that gold production was no longer economically
viable at its Yellowknife mining operations and terminated all mining activities. Since
then, the Companys business is focused on the exploration and development of the
Hope Bay Project in Nunavut. Pursuant to U.S. GAAP, effective January 1, 2005 the Company
would be considered an exploration stage company as the Company is devoting efforts to
establishing or developing commercially viable mineral properties. However, the
identification of the Company as such for accounting purposes does not impact the
measurement principles applied in the consolidated financial statements or this
reconciliation.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

MIRAMAR MINING CORPORATIONSupplementary Information, Page 3
Reconciliation with United States Generally Accepted Accounting Principles
(Dollar amounts expressed in thousands of Canadian dollars, except
per share amounts) 
For the year ended December 31, 2006 and 2005

---

|(e) |  | Pension:
|--- |  | --------

| | The
Company has three 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. For Canadian GAAP purposes, the Company has disclosed in note 13
to the consolidated financial statements summary information and narrative descriptions of
the defined benefit pension plans and other benefits. Under U.S. GAAP requirements set out
in SFAS 87 for pension plan and post-retirement benefits, the Company would be required to
record a minimum pension liability with respect to these plans.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
September 2006, the FASB issued SFAS No. 158 Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans (SFAS
158) which requires the recognition in the Companys financial statements of
the funding status of a benefit plan and that the plan assets and benefit obligations be
measured as of the date of the employers fiscal year-end statement of financial
position. Under SFAS 158, the Company is required to recognize unamortized actuarial gains
and losses, prior service cost and remaining transitional amounts not recognized under
Canadian GAAP, with the offset to comprehensive income. This difference in accounting
standards resulted in $1,413 being recognized as a charge to accumulated other
comprehensive income at December 31, 2006 and a $1,191 decrease to total assets for an
over-funded plan and $222 increase to total liabilities for under-funded plans for U.S.
GAAP purposes.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) |  | Impact
of recent United States accounting pronouncements:
|--- |  | ---------------------------------------------------------

| | (i) |  | In December 2004, FASB issued SFAS No. 123 (revised 2004), Share-Based
               Payment (SFAS 123(R)), which is a revision of SFAS
123.                SFAS 123(R) supersedes APB Opinion No. 25, Accounting for
Stock Issued                to Employees. SFAS 123(R) requires all share-based
payments to                employees, including grants of employee stock options, to be
recognized in the                income statement based on their fair values. In
calculating compensation to be                recognized, SFAS 123(R) requires the
Company to estimate forfeitures. Prior to                adoption of SFAS 123(R),
accounting for stock-based compensation for U.S. GAAP                purposes was
consistent with that used for Canadian GAAP. For Canadian GAAP                purposes,
the Company currently uses the fair value method to account for all                stock
option grants but accounts for forfeitures as they occur as permitted by
               Canadian GAAP. However, based on its historical forfeiture rates, the
Company                has determined that this difference does not have a material
impact on                stock-based compensation expense that would be recognized for
U.S. GAAP                purposes.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

MIRAMAR MINING CORPORATIONSupplementary Information, Page 4
Reconciliation with United States Generally Accepted Accounting Principles
(Dollar amounts expressed in thousands of Canadian dollars, except
per share amounts) 
For the year ended December 31, 2006 and 2005

---

|(f) |  | Impact
of recent United States accounting pronouncements (continued):
|--- |  | ---------------------------------------------------------------------

| | (ii) |  | During the year, FASB issued Statement 157 Fair Value
               Measurements. The statement defines fair value, establishes a
               framework for measuring fair value and expands disclosures currently
required by                other accounting standards. The standard is effective for
fiscal years beginning                after November 15, 2007 and is not expected to have
material effect to the                Company.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) |  | In
December 2004, the FASB issued Statement of Financial Accounting Standards
               (SFAS) No. 153, Exchanges of Non-Monetary Assets
 An                Amendment of APB Opinion No. 29(SFAS 153).
The guidance                in APB No. 29, Accounting for Non-Monetary Transactionsis
based on                the principle that exchanges of non-monetary assets should be
measured based on                the fair value of the assets exchanged. The guidance in
that Opinion, however,                included certain exceptions to that principle. SFAS
153 amends APB No. 29 to                eliminate the exception for exchanges of similar
productive assets and replaces                it with a general exception for exchanges
of non-monetary assets that do not                have commercial substance. A
non-monetary exchange has commercial substance if                the future cash flows of
the entity are expected to change significantly as a                result of the
exchange. SFAS 153 was effective for the Companys 2006                fiscal year.
The adoption of SFAS 153 had no impact to the Companys                financial
position, results of operations or cash flows.
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) |  | In
June 2005, the FASB issued SFAS No. 154, Accounting Changes and
               Error Corrections,a replacement of APB Opinion No. 20, Accounting
Changes, and FASB Statement No. 3, ReportingAccounting Changes
in Interim Financial                Statements. SFAS 154 requires retrospective
application to prior                periods financial statements of a change in
accounting principle unless it                is impracticable to do so. This is a change
from the existing practice that                requires most accounting changes to be
accounted for by including in net income                in the period of the change the
cumulative effect of changing to the new                accounting principle. SFAS 154
will be effective for accounting changes and                corrections of errors made in
fiscal years beginning after December 15, 2005.                The impact of SFAS 154
cannot be determined until such time as the Company makes                a change in
accounting policy.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) |  | In
June 2006, FASB issued Financial Interpretation No. 48, Accounting for
               Uncertainty in IncomeTaxes  An Interpretation of SFAS
Statement                No. 109".This interpretation provides guidance on
recognition and                measurement of uncertainties in income taxes and is
effective for the                Companys 2007 fiscal year end. The Company does
not expect the adoption of                this Interpretation to have a significant
effect on the Companys results                of operations or financial position.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) |  | During
the year, the Company adopted Staff Accounting Bulletin No. 108,                Considering
the Effectof Prior Year Misstatements When                Quantifying
Misstatements in the Current Year FinancialStatements (SAB 108),
which prescribes how management                should evaluate the impact of unrecorded
misstatements of a prior year on the                current year financial statements.
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) |  | Restatement:
|--- |  | ------------

| | The
Company has restated the 2005 U.S. GAAP reconciling adjustment for future income tax
liability and recovery and has included U.S. GAAP reconciling adjustments for the
investment in Northern Orion and the minimum pension liability.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

MIRAMAR MINING CORPORATIONSupplementary Information, Page 5
Reconciliation with United States Generally Accepted Accounting Principles
(Dollar amounts expressed in thousands of Canadian dollars, except
per share amounts) 
For the year ended December 31, 2006 and 2005

---

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                                          |                        
|                                                       
|Assets, under Canadian GAAP                             |                        
|Mineral property exploration and development (a)        |                        
|Adjustment to investment in Northern Orion              |                        
|Adjustment for unrealized holding gain (c)              |                        
|Adjustment to pension asset (e)                         |                        
|                                                       
|Assets, under U.S. GAAP                                 |                        
|                                                       
|Liabilities, under Canadian GAAP                        |                        
|Future income tax liability (a)                         |                        
|Adjustment to pension liability (e)                     |                        
|Premium on unexpended flow-through funds (b)            |                        
|                                                       
|Liabilities, under U.S. GAAP                            |                        
|                                                       
|Shareholders' equity, under Canadian GAAP               |                        
|Mineral property exploration and development (a)        |                        
|Future income tax liability (a)                         |                        
|Premium on unexpended flow-through funds (c)            |                        
|Adjustment for unrealized holding gain (d)              |                        
|Minimum pension liability adjustment (e)                |                        
|Adjustment to initially apply FAS-158 (e)               |                        
|Gain on sale of mineral property (a)                    |                        
|Adjustment to investment in Northern Onion              |                        
|                                                       
|Shareholders' equity, under U.S. GAAP                   |                        
|                                                       
|                                                       
|                                                        | Years ended December 31
|Statements of Operations                                |                        
|                                                       
|Loss for the year, Canadian GAAP                        |                        
|Mineral property exploration costs (a)                  |                        
|Premium on flow-through shares (b)                      |                        
|Adjustment to future income tax recovery                |                        
|Additional write-down to investment in Northern Orion   |                        
|Adjustment for realized holding gain (c)                |                        
|Gain on sale of mineral property (a)                    |                        
|                                                       
|Loss for the year, U.S. GAAP                            |                        
|Other comprehensive income:                             |                        
|Adjustment for unrealized holding gain (loss) (c)       |                        
|Less:  reclassification of realized gains to income (c) |                        
|Minimum pension liability adjustment                    |                        
|                                                       
|Comprehensive loss                                      |                        
|                                                       
|Loss per share, basic and diluted under U.S. GAAP       |                        
|                                                       

---

MIRAMAR MINING CORPORATIONSupplementary Information, Page 6
Reconciliation with United States Generally Accepted Accounting Principles
(Dollar amounts expressed in thousands of Canadian dollars, except
per share amounts) 
For the year ended December 31, 2006 and 2005

---

|                                                                |                         |           
|--------------------------------------------------------------- | ----------------------- | ----------
|                                                                |                         |           
|                                                               
|                                                                | Years ended December 31
|                                                               
|Statements of Cash Flows                                        |                         | 2006      
|                                                               
|Cash used in operating activities, under Canadian GAAP          |                         | $  (8,880 
|Mineral property exploration and development expenditures (a)   |                         | (31,020   
|                                                               
|Cash used in operating activities, under U.S. GAAP              |                         | $(39,900  
|                                                               
|Cash used in financing activities, under Canadian GAAP          |                         | $ 118,423 
|Change in restricted cash from issue of flow-through shares (c) |                         | (3,700    
|                                                               
|Cash provided by financing activities, under U.S. GAAP          |                         | $ 114,723 
|                                                               
|Cash used in investing activities, under Canadian GAAP          |                         | $(12,466  
|Mineral property exploration and development expenditures (a)   |                         | 31,020    
|                                                               
|Cash used in investing activities, under U.S. GAAP              |                         | $   18,554
|                                                               
|Cash and cash equivalents end of year, under Canadian GAAP      |                         | $ 145,800 
|Restricted cash from issue of flow-through shares (b)           |                         | (18,779   
|                                                               
|Cash and cash equivalents end of year, under U.S. GAAP          |                         | $ 127,021 
|                                                               









---







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

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

MANAGEMENTS DISCUSSION AND ANALYSIS



This Managements Discussion and Analysis (MD&A) provides an analysis of the financial results of Miramar Mining Corporation (the Company) for the year ended December 31, 2006 compared with the same period in the previous year.  In order to better understand the MD&A, it should be read in conjunction with the annual consolidated financial statements for the years ended December 31, 2006 and 2005 and related notes. The Companys consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) and expressed in thousands of Canadian dollars, except per share amounts.  In addition, the Company files an annual report on Form 40-F with the United States Securities and Exchange Commission, which include the Companys annual consolidated
financial statements and a supplementary note reconciling the material differences between Canadian GAAP and United States GAAP, and their effect on the Companys financial information.  This MD&A is dated as of March 30, 2007.  All amounts are expressed in Canadian dollars, except as otherwise indicated.

OVERVIEW

The Companys mining and exploration assets are primarily gold assets in the Canadian Arctic. The Company has developed considerable experience in operations, exploration and logistics in the Canadian Arctic where the Company has focused its activities for more than ten years.  In 2004, the Company terminated all mining activities at its Con and Giant mines in Yellowknife, Northwest Territories.  Since then, the Companys business has been focused on the exploration and development of the Hope Bay gold mineral project in Nunavut (the Hope Bay Project).  The Hope Bay Project is 100% owned by the Company and extends over 1,000 square kilometers.  The Company believes the project encompasses one of the most prospective undeveloped greenstone belts in Canada.  The belt contains a number of significant gold deposits including the Doris North deposit
which the Company expects to become the first new gold mine in Nunavut.

The Companys goal is to become an intermediate gold producer through the phased development of the Hope Bay Project.

| |  | Phase1:  Short-term:Develop a small scale, high return gold mine at Doris North with the objective of generating significant cash flow, after capital payback, to advance the subsequent phases while minimizing equity dilution.  A feasibility study on the Doris North deposit prepared in early 2003 concluded a two year mine at Doris North which could produce approximately 155,000 ounces of gold per year (the Doris North Project) was feasible.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Phase2:  Medium-term:Extend  and  expand
production  levels  to a  targeted  production  level  of  either  approximately
300,000 ounces  per year or  600,000 ounces  per year.  The  potential
mining  alternatives  which are under  consideration  in technical  and economic
studies are:  a) an  underground  operation  with a targeted  production of
approximately  6,000 tonnes per day and focused on developing  the higher grade,
more accessible upper portions of the Boston, Doris Central and Madrid deposits,
and b) a  larger scale  (Large  Pit  Concept)  operation with a
targeted production of approximately 16,000 tonnes per day, based upon open
pit  mining  at  Madrid  and   underground   mining  at  the  Boston  and  Doris
deposits.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|March 29, 2007 | 1
|-------------- | -



---



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

MANAGEMENTS DISCUSSION AND ANALYSIS



| |  | Phase3:  Longer-term:Continue exploration efforts at Hope Bay with the objective of discovering new deposits and expanding the current known resources in order to provide additional resources to extend mine production.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

To achieve these objectives, the Company needs to successfully complete, among other things, the current permitting process for the Doris North Project, complete financing for mine construction, successfully construct and place into production the Doris North deposit, complete technical and economic studies on Phase 2 development of the Boston, Doris and Madrid deposits and identify additional resources, complete feasibility studies on Phase 2 and complete permitting on Phase 2.

2006 HIGHLIGHTS

| |  | On March 6, 2006, the Nunavut Impact Review Board (NIRB) issued its final hearing report recommending to the Minister of Indian and Northern Affairs Canada that the Doris North Project should proceed.  On July 28, 2006 the Minister accepted the recommendation.  On September 20, 2006, NIRB finalized the terms and conditions of the Doris North Project and issued a project certificate.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | On April 20, 2006, the Company released an update to the resources at the Hope Bay Project.  The update increased the total by 2.6 million ounces of gold or 40% over the prior years calculation, assuming the Large Pit Concept discussed above.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | On June 26, 2006, the Company entered into two concurrent equity underwriting agreements, one relating to a public offering of 19,200,000 common shares at $4.17 per share and the other to a private placement of 2,989,000 flow-through shares at $5.20 per share.   On July 12, 2006, the Company completed both offerings and received aggregate gross proceeds of $95.1 million.  As part of the public offering, the Company granted the underwriters an over-allotment option. On August 11, 2006 the underwriters exercised the over-allotment option and purchased 1,113,000 common shares for additional gross proceeds of approximately $4.6 million.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | A  total  of  approximately   66,000 meters  of  exploration  drilling  was
completed  during the year ended  December 31,  2006 focused largely in the
Madrid deposit area. The significant  results included:  significant  incepts at
Suluk of wide gold mineralization;  gold mineralization  encountered in key gaps
between the Suluk and Rand deposits; extension of mineralization on
the  Naartok  East  and Rand  deposits;  and a new  type of  mineralization  was
discovered  approximately  400 meters  north  of the main  Boston  deposit.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|March 29, 2007 | 2
|-------------- | -



---



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

MANAGEMENTS DISCUSSION AND ANALYSIS



| |  | On August 24, 2006, the Company reported that the initial results of engineering studies supported potential mining options of either 6,000 tonnes per day or 16,000 tonnes per day for the next phase of Hope Bay development and these options would be the focus of further studies.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | On September 6, 2006, the Company and the Kitikmeot Inuit Association (KIA) signed the Inuit Impact and Benefits Agreement (IIBA).  The IIBA establishes the terms which will apply to Doris North with respect to benefits to the Inuit people of the area.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | On November 30, 2006, the Company completed an equity private placement of 2,040,820 flow-through common shares at $7.35 for total gross proceeds of $15.0 million.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Companys net loss for the year ended December 31, 2006 was $2.0 million or $0.01 per share.
| | - | ------------------------------------------------------------------------------------------------

OPERATIONS OVERVIEW

Selected Financial Data

The following tables summarize total revenue, loss and loss per share over the last three fiscal years and the last eight fiscal quarters (in thousands of dollars except per share amounts).

|                     | 2006         | 2005            | 2004       
|-------------------- | ------------ | --------------- | -----------
|Revenue/other income | $    9,087   | $   2,031       | $  12,265  
|Earnings/(loss)      | $   (1,971)  | $      (10,991) | $  (32,459)
|Per share            | $     (0.01) | $      (0.07)   | $    (0.21)
|                     |              |                 |            



|                     | 2006Q4       | 2006Q3       | 2006Q2     | 2006Q1    
|-------------------- | ------------ | ------------ | ---------- | ----------
|Revenue/other income | $    3,988   | $   1,762    | $  1,109   | $  2,228  
|Earnings/(loss)      | $   (3,151)  | $      357   | $  1,906   | $ (1,083) 
|Per share            | $     (0.01) | $      -     | $    0.01  | $   (0.01)
|                     | 2005Q4       | 2005Q3       | 2005Q2     | 2005Q1    
|Revenue/other income | $      247   | $        171 | $     614  | $     999 
|Earnings/(loss)      | $  (8,348)   | $    (1,025) | $    (481) | $ (1,137) 
|Per share            | $   (0.05)   | $    (0.01)  | $   -      | $  (0.01) 







|March 29, 2007 | 3
|-------------- | -



---



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

MANAGEMENTS DISCUSSION AND ANALYSIS





Earnings

For the year ended December 31, 2006, the Company had a net loss of $2.0 million or $0.01 per share compared to a net loss of $11.0 million or $0.07 per share in 2005.  The losses reported in 2006 and 2005 include adjustments of $3.4 million and $8.1 million respectively to increase the asset retirement obligation for the Con Mine (see section headed Critical Accounting Policies and Estimates for additional discussion).  Interest and other income totaled $9.1 million in 2006 compared to $2.0 million in 2005.  Interest income was higher in 2006 by $3.7 million due largely to higher cash balances following the equity financings completed in 2006 as well as higher realized interest rates.  At December 31, 2006 cash and short-term investments totaled $149.8 million which was $81.0 million higher than the balance
at December 31, 2005.  Other income in 2006 includes the net proceeds from the sale of assets including a final cash payment of $2.0 million relating to the assignment of the Back River option agreement to Dundee Precious Metals Inc. and a gain of $2.0 million on the sale of shares in Sherwood Copper Corporation and American Gold Capital Corporation.  Also included in the 2006 results is the effect of the future tax rate changes which were approved in June 2006 by the Canadian federal government.  These changes reduced the Companys estimated income tax rate from 34.1% to 31.0% for future income taxes and reduced the future tax liability by $2.5 million.  This reduction has been recognized as a future tax recovery in the statement of operations.

Operating Costs

During  the  year  ended  December 31,  2006,  general  and  administrative
expenses,  salaries,  professional services,  investor relations and other costs
totaled $5.5 million compared to $3.7 million in 2005. The increase in
2006 is  comprised  of higher  consulting  and  legal  services  for  regulatory
compliance  ($0.6 million),  higher investor relations related costs due to
increased activity ($0.4 million), higher salaries and other administrative
costs due to increased  salaries and additional  staff  ($0.6 million)  and
higher interest and penalties  ($0.2 million)  for potential expenses which
may result from  environmental  incidents at Hope Bay and Con Mine.  Stock-based
compensation was  $1.3 million in 2006 compared to $1.0 million in the
same period of 2005.  The  weighted  average  fair value of options  granted and
vested  in 2006 was  $1.54 per share  option  compared  to $1.38 in 2005.  Stock
options  which  were  granted  in  2006,  but are  not  exercisable  subject  to
shareholder  approval have not been included in the fair value  calculations for
2006. For more detailed discussion on the stock-based  compensation expense, see
the discussion below under the heading  Critical  Accounting  Policies and
Estimates.  Depreciation,  depletion  and  accretion  expense  in 2006 was
$1.4 million  compared to $1.1 million in 2005. In 2006, severance and
closure costs were $1.8 million  compared to $0.3 million for 2005. Of
the severance and closure costs in 2006,  $0.8 million  was paid in cash in
the year and the remainder  includes an accrued amount for the future  severance
payments,  an estimated loss on pension  windup for the former  employees at the
Yellowknife  mines and a mark-to-market  adjustment on the fair value of certain
options granted to a former employee to purchase  certain common shares owned by
the Company.



|March 29, 2007 | 4
|-------------- | -



---



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

MANAGEMENTS DISCUSSION AND ANALYSIS



DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Disclosure Controls and Procedures

The Company has established policies and procedures with respect to continuous disclosure and public reporting requirements to its shareholders and the investment community.  Issues arising from this policy are dealt with by the disclosure committee which consists of the Chief Executive Officer, the Chief Financial Officer, the Vice President Legal and the Manager of Investor Relations.

The mandate of the disclosure committee is to (i) ensure that requisite disclosure is made by the Company; (ii) ensure that all public disclosure made by the Company to its shareholders or the investment community, written, oral or electronic, is accurate and complete and is made on a timely basis as required by applicable laws, regulations and stock-exchange requirements; and, (iii) monitor the effectiveness and integrity of the Companys disclosure policies and procedures.

The certifying officers evaluated the effectiveness of the Companys disclosure controls and procedures as of December 31, 2006 and concluded that such controls and procedures are adequate and effective to ensure that information required to be disclosed by the Company in reports that it files or submits pursuant to the United StatesSecurities Exchange Act of 1934, as amended (Exchange Act) and pursuant to Canadian securities laws is (a) recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission rules and forms and by applicable Canadian securities laws; and (b) accumulated and communicated to the management of the Company, including its principal executive officer and principal financial officer, to allow
timely decisions regarding required disclosure as specified in Canadian and U.S. securities laws.

Managements Report on Internal Controls

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (ICFR).  The Companys internal control system was designed to provide reasonable assurance that all transactions are accurately recorded, that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that the Companys assets are safeguarded.

Management  has  assessed  the  effectiveness  of the  Companys  ICFR
     reporting  as  at   December 31,   2006.  In  making  its  assessment,
     management used the Committee of Sponsoring  Organizations  of the Treadway
     Commission   (COSO)   framework  in  Internal   Control  
     Integrated  Framework to evaluate the  effectiveness of the  Companys
     ICFR.



|March 29, 2007 | 5
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|MIRAMAR MINING CORPORATION | 
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MANAGEMENTS DISCUSSION AND ANALYSIS



The Company determined that changes to the Companys internal control over financial reporting were required related to the process of recording stock-based compensation expenses and the calculation of the number of common shares reserved for the exercise of stock options.  The changes in the Companys ICFR are described in Changes in Internal Control Over Financial Reporting below.  With the changes implemented and except as disclosed in Changes in Internal Control Over Financial Reporting below, no material weaknesses in the Companys ICFR were identified by management.

In August 2006, the SEC announced a one year postponement for the auditor attestation on ICFR for small companies (under US $700M market capitalization as at June 30, 2006).  As a result, the Company elected not to have an external audit of its ICFR, however, all necessary work to allow an external audit to occur was completed by the Company had it proceeded with the auditor attestation.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2006, the Company implemented changes to ICFR related to the process of recording stock-based compensation expenses and the calculation of the number of common shares reserved for the exercise of stock options.

In the first quarter of 2006, the Company issued 2.9 million stock options and recorded a non-cash stock option expense of $2.5 million to the consolidated statement of operations and deficit as well as capitalizing $1.2 million as deferred exploration expenditures.  The maximum number of common shares permitted to be issued pursuant to the Companys stock option plan had been reached at this time and approximately 1.1 million of the stock options granted during the first quarter of 2006 may not be exercised unless shareholder approval to the granting of such options is obtained.  As a result, stock-based compensation expense associated with the 1.1 million stock options should not have been recorded and in October 2006 the Company filed an amendment and restatement to its unaudited financial results for the first and second quarters of 2006 to
reflect that change.

No other  changes  occurred  in the  Companys  ICFR  that  has  materially
affected, or is reasonably likely to materially affect, the Companys ICFR.



|March 29, 2007 | 6
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|MIRAMAR MINING CORPORATION | 
|-------------------------- | 

MANAGEMENTS DISCUSSION AND ANALYSIS



General Statement on Disclosure Controls and Procedures and Internal Controls 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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.  Such estimates and assumptions affect the determination of the potential impairment of long-lived assets, estimated costs associated with reclamation and closure of mining properties, and the determination of stock-based compensation and future income taxes.  Management re-evaluates its estimates and assumptions on an ongoing basis; however, due to the nature of estimates, actual amounts could differ from its estimates.  The most critical accounting policies upon which the Company depends are those requiring estimates of gold reserves and resources,
future recoverable gold ounces and assumptions of future gold prices.

Accounting for Exploration and Development Costs

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 mineral  properties are assessed at the 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  exploration and  development  costs. If there is persuasive
evidence  of  impairment,  the  asset  is  written  down  to its  estimated  net
recoverable   value.   Deferred   acquisition,   exploration   and   development
expenditures  totaled  $204.9 million  for  Hope  Bay at  December 31,
2006.





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|MIRAMAR MINING CORPORATION | 
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MANAGEMENTS DISCUSSION AND ANALYSIS





Asset Retirement Obligations

Asset retirement obligations are the estimated costs associated with mine closure and reclamation and are recorded as a liability at fair value.  The liability is accreted over time through periodic charges to operations.  In addition, asset retirement costs are capitalized as part of each assets carrying value at its initial discounted value and are amortized over the assets useful life.  In the event the actual costs of reclamation exceed the Companys estimates, the additional liability for retirement and remediation costs may have an adverse effect on the Companys future results of operations and financial condition.

The asset retirement obligation for the Con Mine is comprised of two components (1) processing of historic mill roaster tailings (arsenic contained within this material is rendered inert by a process which utilizes the pressure oxidation circuit); and, (2) site closure and monitoring activities, including building removal, capping of mine openings, restoration of tailings areas, water treatment and post-closure monitoring.

In the fourth quarter of 2006, the Company recorded an adjustment to increase the liability for asset retirement obligation by $3.4 million.  This adjustment results from: an increase to the expected cost of post-closure water treatment; a longer period of site monitoring; the addition of a contingency measure to treat additional water from the mine underground, if water reaches the surface, which treatment is estimated to occur from 2015 through 2030; and an increase in the cost of reclaiming and processing historic mill roaster tailings in 2007 as a result of cost increases for operating labour and supplies and other related costs.

Although the ultimate amount to be incurred is uncertain, the liability for site closure and reclamation has been estimated on an undiscounted basis before inflation to be $22.1 million, to be expended from 2007 to 2050.  For purposes of determining the fair value of the obligation, a discount rate of 9.8%, an inflation factor of 2.0% and a market risk premium have been applied.  As required by regulatory policies and Canadian GAAP, cost estimates include contractor markups, provision for administration and engineering, provision for a market risk premium, and a provision for contingencies.  However, the Company expects to use its employees wherever possible to complete the reclamation activities, which could reduce actual costs below the accrued liability.  The Company has $10.9 million on deposit in Con Mine reclamation security trusts.  The Company has committed
the proceeds from any asset sales at the Con Mine to the reclamation security trusts and the funds in the trusts will be applied to offset in part the reclamation costs as they are incurred.



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|MIRAMAR MINING CORPORATION | 
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MANAGEMENTS DISCUSSION AND ANALYSIS



Key assumptions in estimating the asset  retirement  obligation for the Con Mine
include the assumptions that:  a) the  processing of residual historic mill
roaster  tailings  (calcines and arsenic bearing  sludges) through the autoclave
will be completed in 2007;  b) final  wash down of the blend plant  storage
pits will be completed in 2007; c) the final mine closure and reclamation should
receive  regulatory  approval in 2007  allowing  other site closure  reclamation
activities to commence in 2007 and  essentially  be completed  over a three year
period, including the removal of remaining buildings,  capping of remaining mine
openings,  capping of the tailings containment areas and remediation of the site
to  the  standard  acceptable  for  industrial-use   property;  and,  d) an
allowance for ongoing water treatment for a period of approximately 25 years and
an allowance for post closure environmental  performance monitoring for a period
of approximately 50 years.

Key assumptions in estimating the asset retirement obligation for the Hope Bay exploration camps include removal of exploration camps, reclamation of site pads and infrastructure, placement of surface stored waste rock underground at Boston and re-vegetation as needed.  The estimate of the cost, based on contractor rates, of such reclamation activities is $1.3 million.

Stock-based Compensation

Stock-based compensation is accounted for using the fair value based method.  Under the fair value based method, compensation cost is measured at fair value of the options at the date of grant and is expensed over the vesting period of the award.  The Company estimates the fair value using the Black-Scholes option pricing model.  The key assumptions used in 2006 were: a risk-free interest rate of 3.9%, a dividend yield of 0%, an expected volatility of 60% and expected term of stock options of 5 years.  The weighted average fair value of options granted and vested in 2006 was $1.54 per share option.  Stock options which were granted in 2006, but are not exercisable subject to shareholder approval of an increase of the Companys stock option plan, have not been recorded as an expense in the year ended December 31, 2006.  The stock-based compensation expense will be
recorded when, and if, the shareholders approve an increase to the stock option plan based on the estimated fair value of the options at the approval date.  If the market price for the shares is higher on the approval date than the average strike price of $3.08 per share, the estimated fair value of these options will be higher than if the estimated fair value had been calculated based on the actual grant date.  On the grant date, the strike price of the options held for approval was set based on the previous days closing market price for the shares.

EXPLORATION AND DEVELOPMENT ACTIVITIES

The  Companys  focus  continues  to be on the Hope Bay  Project.  The
     Company is committed  to a strategy of advancing  the Hope Bay Project to a
     production  decision while continuing to expand gold resources.  The staged
     development  strategy  will focus  first on the high grade gold Doris North
     Project,  with  the  goal  of  generating  cash  flow  to  pay  for  mining
     infrastructure  and to partially fund the subsequent  development of a bulk
     tonnage  operation at Madrid and a satellite mining operation at the Boston
     deposit  which is  approximately  50  kilometers  south of the Doris  North
     deposit area. The Companys exploration strategy will focus on expanding the size and



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

MANAGEMENTS DISCUSSION AND ANALYSIS



increasing  the  confidence  level of
     existing  deposits and on continued  exploration  for new gold resources in
     order to support a sustained  production profile. The Company will continue
     to conduct grassroots exploration alone and, in certain  circumstances,  in
     cooperation  with strategic  partners on selected  portions of the Hope Bay
     mineral  claims.  To  achieve  these  objectives,   the  Company  needs  to
     successfully  complete,  among other things, the current permitting process
     for the Doris North  Project,  complete  financing  for mine  construction,
     successfully  construct and place into  production the Doris North deposit,
     complete technical and economic studies on Phase 2  development of the
     Boston,  Doris and  Madrid  deposits  and  identify  additional  resources,
     complete  feasibility  studies on Phase 2  and complete  permitting on
     Phase 2.

In 2006, the total deferred costs related to the Hope Bay Project were $34.8 million (see note 5 of the annual consolidated financial statements), comprised largely of approximately 66,000 meters of drilling.  The bulk of the drilling was directed toward the ongoing resource expansion program which will generate information for the technical and economic studies (TES) to support the next phase of development of Hope Bay, engineering and consulting costs for the TES and other studies and permitting and regulatory activities to continue to advance the Doris North Project and to commence base-line studies to support Phase 2 technical studies.

The Hope Bay exploration camp was re-opened in late February and the seasons drilling activity commenced on March 11, 2006.  Drilling activities were focused largely at the Naartok deposit which is in the Madrid deposit area and accounted for a total of 45,868 meters.  Drilling totaling 20,106 meters was conducted at Boston, Doris, other deposits within Madrid and regional areas of interest (8,306, 3,114, 5,992 and 2,694 meters respectively).

The exploration  activities in 2006 were successful in identifying and extending
the  mineralization  on the  deposits.  Some of the  significant  results are as
follows.

| |  | Suluk  Hole   06PMD416   identified   a  shallow   intercept  of
13.4 g/t over 29.8 meters, hole 06PMD427 intercepted 3.2 g/t over
164 meters     and     06PMD428      intercepted      9.1 g/t     over
38.3 meters.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Naartok  East  Hole  06PMD448 was drilled  targeting the Naartok
East deposit  approximately  100m from 2005 drill hole 05PMD328  which  returned
11.6 g/t  Au over  66.5m and  approximately  65m from hole  05PMD274  which
encountered 9.8 g/t over 64.2m. Hole 06PMD448 encountered  9.31 g/t Au
over 93.5m  including one narrow (0.3m) high grade sample which was reduced from
918 g/t  (26 ounces per ton) to 200 g/t for composite  averaging.
The true width of hole  06PMD448 is  estimated to be  approximately  75% of core
length.  Additional  drilling at Naartok  East  continued to expand the resource
including  hole  06PMD470  which   encountered   34.9g/t  over  9.7m.  Also,  in
association  with drilling  between  Naartok East and Rand,  infill holes better
defined the near surface  portion of Naartok East  including hole 06PMD497 which
encountered  3.4 g/t over 81 meters  including a higher grade interval
of 7.4 g/t over 12 meters.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|March 29, 2007 | 10
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|MIRAMAR MINING CORPORATION | 
|-------------------------- | 

MANAGEMENTS DISCUSSION AND ANALYSIS



| |  | Naartok East/Rand Gap  Drilling was successful in demonstrating reasonably continuous mineralization along what appears to be an extension of the Z lens which makes up the bulk of the mineralization at Naartok West.  Hole 06PMD488 intercepted 2.6 g/t over 63 m and hole 06PMD486 intercepted 2.4 g/t over 36.2 meters.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Madrid Exploration  Drilling at Madrid extended the Naartok East deposit beyond historical boundaries.  Hole 06PMD454 was drilled 120 meters north of the 2005 Naartok East resource limits and intercepted 14.32 g/t over 12m.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | A new type of mineralization was discovered approximately 400 meters north of the main Boston deposit.  This zone is considered to be the folded extension of the main Boston B2 resource and is generally wider and lower grade than the main deposit.  Some of the significant results were hole 06SBD345 which intercepted 3.4 g/t over 49.2 meters, hole 06SBD331 which intercepted 2.4 g/t over 69.6 meters and hole 06SBD349 which was near surface and returned 6.2 g/t over 16.5 meters.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | A re-sampling program on previous drilling that was incompletely sampled, including holes drilled from underground in 2000, resulted in the identification of significant mineralization near the main B2 zone including 54.2 g/t over 2 meters on hole 2000BUG361 and 118.5 g/t over 1 meter on hole 2000BUG362.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Sufficient regional drilling was completed to meet required assessment obligations with only anomalous results.
| | - | ---------------------------------------------------------------------------------------------------------------

| |  | For more discussion on the results of the 2006 program, see the Companys press release issued on February 8, 2007.
| | - | -------------------------------------------------------------------------------------------------------------------

On   April 20,   2006,  the  Company  reported  its  revised  resource
     calculation   incorporating  the  results  of  the  successful  exploration
     activities  in  2005  on  the  Hope  Bay  Project.   The  revised  resource
     calculation  increased the total resources by  2.6 million  ounces, or
     40%.  Given the  potential  for a large  open pit  operation  at the Madrid
     deposit  area,  the Company was able to reduce the cutoff grade  applied to
     those resources, which in part led to the reported increase. However, using
     the same cutoff grades as in 2004,  approximately  one million  ounces were
     added to the total resources.  On June 22,  2006, the Company released
     the  results  of  an   audit of  the
     December 31,  2005  estimates  for the Madrid  deposit  area  resource
     zones, namely Naartok West, Naartok East and Rand.



|March 29, 2007 | 11
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|MIRAMAR MINING CORPORATION | 
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MANAGEMENTS DISCUSSION AND ANALYSIS



The tables below summarize the reported resources at the Hope Bay Project as at December 31, 2005 as set forth in the independent technical report completed by Watts, Griffith and McOuat Limited (WGM).

HOPE BAY INDICATED MINERAL RESOURCES AT DECEMBER 31, 2005

|                      | Indicated  | Cutoffg Au/t | ContainedOunces  Au(2)
|--------------------- | ---------- | ------------ | ----------------------
|Area/Deposit/Zone     | Tonnes     | g Au/t      
|Madrid Deposit Area   |            |              |                       
|Naartok East(1)       | 6,825,000  | 4.2          | 2                     
|Naartok West(1)       | 5,023,000  | 4.3          | 2                     
|Rand(1)               | 1,379,000  | 3.2          | 2                     
|Suluk                 | 1,125,000  | 4.2          | 2                     
|South Patch           | N/A        |              |                       
|South of Suluk        | N/A        | N/A          |                       
|Subtotal Madrid       | 14,352,000 | 4.1          |                       
|Doris Deposit         |            |              |                       
|Doris Hinge(3)        | 345,000    | 34.7         | 8                     
|Doris North/Connector | N/A        |              |                       
|Doris Central         | 824,000    | 12.9         | 5                     
|Doris Pillars         | N/A        | N/A          |                       
|Subtotal Doris        | 1,169,000  | 19.3         |                       
|Boston Deposit        |            |              |                       
|Boston B2             | 1,949,000  | 11.4         | 4                     
|Boston B3/B4          | 363,000    | 7.3          | 4                     
|Subtotal Boston       | 2,312,000  | 10.7         |                       
|Total Indicated(4)    | 17,834,000 | 6.0          |                       

| | (1) | Audited by WGM.
| | --- | ---------------

| | (2) | Disclosure of contained ounces is permitted under Canadian regulations; however, the United States Securities and Exchange Commission generally permits mineralization that does not constitute reserves to be reported only as in place tonnage and grade.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Includes the undiluted, unrecovered Probable Mineral Reserve for Doris Hinge referred to below.
| | --- | -----------------------------------------------------------------------------------------------

| | (4) | Numbers may not add up exactly due to rounding.
| | --- | -----------------------------------------------



HOPE BAY INFERRED MINERAL RESOURCES AT DECEMBER 31, 2005

|                      | Inferred   | Cutoffg Au/t | ContainedOunces  Au(2)
|--------------------- | ---------- | ------------ | ----------------------
|Area/Deposit/Zone     | Tonnes     | g Au/t      
|Madrid Deposit Area   |            |              |                       
|Naartok East(1)       | 7,157,000  | 3.7          | 2                     
|Naartok West(1)       | 3,755,000  | 4.0          | 2                     
|Rand(1)               | 3,860,000  | 2.8          | 2                     
|Suluk                 | 14,560,000 | 4.0          | 2                     
|South Patch           | 227,000    | 22.5         | 7                     
|South of Suluk        | 573,000    | 9.8          | 6                     
|Subtotal Madrid       | 30,132,000 | 4.0          |                       
|Doris Deposit         |            |              |                       
|Doris Hinge           | 28,000     | 10.0         | 8                     
|Doris North/Connector | 1,270,000  | 13.9         | 5                     
|Doris Central         | 73,000     | 12.8         | 5                     
|Doris Pillars         | 263,000    | 18.6         | 5-7                   
|Subtotal Doris        | 1,634,000  | 14.5         |                       







|March 29, 2007 | 12
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|MIRAMAR MINING CORPORATION | 
|-------------------------- | 

MANAGEMENTS DISCUSSION AND ANALYSIS



|                  | Inferred | Cutoffg Au/t | ContainedOunces  Au(2)
|----------------- | -------- | ------------ | ----------------------
|Area/Deposit/Zone | Tonnes   | g Au/t      

|Boston Deposit       |            |     |   |          
|-------------------- | ---------- | --- | - | ---------
|Boston B2            | 995,000    | 9.1 | 4 | 292,000  
|Boston B3/B4         | 1,437,000  | 9.7 | 4 | 449,000  
|Subtotal Boston      | 2,431,000  | 9.5 |   | 741,000  
|Total Inferred(3)(4) | 34,197,000 | 4.9 |   | 5,421,000

| | (1) | Audited by WGM.
| | --- | ---------------

| | (2) | Disclosure of contained ounces is permitted under Canadian regulations; however, the United States Securities and Exchange Commission generally permits mineralization that does not constitute reserves to be reported only as in place tonnage and grade.  See discussion in the section on Forward Looking Statements for a description of differences between Canadian and U.S. estimate of mineral resources.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Inferred Mineral Resources are reported in addition to Indicated Mineral Resources.
| | --- | -----------------------------------------------------------------------------------

| | (4) | Numbers may not add up exactly due to rounding.
| | --- | -----------------------------------------------



The Company reports a Probable Mineral Reserve of 458,200 tonnes grading 22 grams Au/t for the Doris Hinge zone which is included in the Indicated Mineral Resource.  The Probable Mineral Reserve was estimated during the course of a Feasibility Study carried out by Steffen Robertson and Kirsten (Canada) Inc. on the Doris North Project in 2002.  This Probable Mineral Reserve is included within the Indicated Mineral Resource reported in the table above entitled Hope Bay Indicated Mineral Resource, to which dilution of 39% and a mining recovery factor of 95% have been applied.

During  2006,  the  Company   continued  to  advance   studies,   including
     alternative  mining  concepts,  which will  assess the  optimal  mining and
     milling capacity for the next phase of development at Hope Bay. The results
     of the first pass of engineering  studies in 2006 identified mining options
     of either 6,000 tonnes per day or 16,000 tonnes per day to be the
     focus of ongoing  technical  studies.  These technical and economic studies
     are targeted to be completed in the second  quarter of 2007. The results of
     these  studies will define the direction for  Phase 2  development  of
     Hope Bay. The Company plans to commence a feasibility study on Phase 2
     in the  second  half of  2007  and  expects  that  the  process  will  take
     12-18 months  to  complete.   Upon  establishing  the  parameters  for
     Phase 2,  the Company will also embark on the project approval process
     in  2007  by  filing  a  preliminary  project  description  with  NIRB  and
     initiating the process to study the  environmental  impacts of the proposed
     project.

The Company  continues to work towards  obtaining  permits and licenses for
     the Doris  North  Project.  On  March 6,  2006,  NIRB issued its final
     hearing report  recommending to the Minister of Indian and Northern Affairs
     Canada that the Doris North Project should proceed. On July 28,  2006,
     the  Minister  of Indian and  Northern  Affairs  Canada  accepted  the NIRB
     recommendation.  On  September 20,  2006 NIRB  finalized the terms and
     conditions of the Doris North Project and issued a project certificate. The
     Company  has been  working to obtain the  permits  and  licenses  which are
     required to begin mine construction. In September, the Company filed materials to

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|MIRAMAR MINING CORPORATION | 
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MANAGEMENTS DISCUSSION AND ANALYSIS



support  its  application  for  amendment  of
     Schedule II of the Metal Mining  Effluent  Regulations to include Tail Lake
     as a designated  tailings  impoundment  area. Also in October,  the Company
     prepared  its  submission  to the Nunavut  Water Board in  preparation  for
     public hearings  expected in the first half of 2007. The Company  continues
     to expect that the  permitting  process will proceed in a manner which will
     allow  the  Company  to ship  construction  materials  to the site in 2007.
     Depending on the outcome and timing of the permitting process,  the Company
     could ship the necessary  construction  materials to the site in the summer
     of 2007,  complete mine site preparation and  construction  during 2007 and
     2008 and commence  production  in the second half of 2008. In January 2007,
     the Company engaged  SNC-Lavalin to update the feasibility  study which was
     completed on Doris North in 2003. The update is expected to be completed in
     the second quarter of 2007.

CAPITAL PROGRAMS

During 2006, the Company incurred capital expenditures of $34.8 million for exploration and project activities at Hope Bay and $1.4 million for property, plant and equipment compared to expenditures in 2005 of $19.2 million for exploration and project activities at Hope Bay and $0.1 million for property, plant and equipment.

FINANCING AND LIQUIDITY

At December 31, 2006, the Company had consolidated working capital of $143.7 million compared to $64.3 million at the end of 2005.  At December 31, 2006, the Company had $149.8 million of cash and cash equivalents and short term investments compared to $68.7 million of cash and cash equivalents and short term investments at December 31, 2005.  At December 31, 2006, the Company also had $15.3 million in cash collateral deposits for reclamation bonds which are classified outside of working capital.

At December 31, 2006, the Company had a short-term investment of $4.0 million in a highly-rated financial instrument with a maturity term of 91 days.  The Company does not expect any material impact on its liquidity as a result of this investment.

On June 26, 2006 the Company entered into two concurrent equity underwriting agreements, one relating to a public offering of 19,200,000 common shares at $4.17 per share and the other to a private placement of 2,989,000 flow-through shares at $5.20 per share.  On July 12, 2006, the Company completed both financings for aggregate gross proceeds of $95.6 million.  As part of the public offering, the Company granted the underwriters an over-allotment option exercisable for a period of 30 days following the closing.  On August 11, 2006 the underwriters exercised the over-allotment option and purchased 1,113,000 common shares for additional gross proceeds of approximately $4.6 million.  The underwriters received a total cash commission of $5.0 million in payment for their services.  As required by the private placement flow through agreement, the
Company must incur Canadian exploration expenditures as defined by theIncome Tax Act(Canada) totaling approximately $15.5 million by December 31, 2007.



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|MIRAMAR MINING CORPORATION | 
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MANAGEMENTS DISCUSSION AND ANALYSIS



The Company proposes to use the proceeds from these financings to, in large part, continue exploration and development of the Hope Bay Project, including in-fill drilling programs on the current known resources, exploration drilling programs with the objective of identifying new resources, geotechnical studies and drilling to define infrastructure-related parameters, and feasibility and environmental studies for the next phase of development.

On November 30, 2006, the Company completed an equity private placement of 2,040,820 flow-through shares at $7.35 per share for total gross proceeds of $15.0 million.  The underwriter received a cash commission of 4% of the gross proceeds in payment for its services.  The Company will be required to incur Canadian exploration expenditures as defined by theIncome Tax Act(Canada) totaling $15.0 million by December 31, 2007.

The Company believes it has sufficient cash resources and liquidity to sustain its planned activities in 2007 and to complete initial construction planned in 2007 for Phase 1 mine development.  The future exploration and development of the Hope Bay Project may require the Company to raise additional capital through a combination of project debt and equity financings.  The Companys strategy is to use equity financing for exploration activities and the maximum amount of project debt to build mining infrastructure until sufficient cash flow is generated from mining production.

LIABILITIES AND CONTINGENCIES

The Company has the legal obligation to reclaim properties for which it holds water licenses and exploration and mining agreements.  The Company has estimated these asset retirement obligations at December 31, 2006, in accordance with accounting guidelines described above, to be an aggregate of $23.4 million on an undiscounted basis.  The properties for which these obligations have been estimated are the Con Mine in Yellowknife and the Hope Bay Project in Nunavut.  The Company has established cash deposits 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 Company has also established two reclamation security trusts for the reclamation of the Con Mine.  The Company has reclamation security trusts totaling $10.9 million and cash
collateral deposits totaling $4.4 million for Hope Bay and other properties.

The  reclamation  security  trusts  for the Con Mine  were  established  on
     December 31,  2004.  The  Company  deposited  $9 million  of  the
     $10 million  proceeds  from  the  sale of its  Bluefish  hydroelectric
     facility into a reclamation security trust, in accordance with an agreement
     with the  Department  of Indian and  Northern  Development.  The  remaining
     $1 million  of the proceeds was  deposited  into a second  reclamation
     security  trust.  The proceeds from any subsequent  sale of Con Mine assets
     will also be deposited into this second  reclamation  security  trust.  The
     cost of reclamation was estimated by Golder and Associates and and the Company on the basis of a final



|March 29, 2007 | 15
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|MIRAMAR MINING CORPORATION | 
|-------------------------- | 

MANAGEMENTS DISCUSSION AND ANALYSIS



closure and reclamation  plan which was
     submitted to the  McKenzie  Valley  Water Board in January  2007.  Based on
     comments  received  from the  regulatory  review  process,  the Company has
     estimated  the impact of the  required  changes to the plan and recorded an
     appropriate  increase  to the  liability  at  December 31,  2006.  Any
     further  changes upon receiving  final approval of the plan could result in
     an increase to the estimated liability.

In 1995, the Corporation  entered into a joint  exploration  transaction with an
investor that resulted in a renunciation of certain resource expenses being made
to the  investor.  The  amount of  renunciation  was based  upon an  independent
valuation prepared for the Corporation relating to the Con Mine assets. In 2000,
the Canada Revenue  Agency (the  CRA)  issued a reassessment  notice
challenging  the  valuation  that  formed  the basis for this  transaction.  The
reassessment  does  not  give  rise to any  taxes  payable  by the  Corporation.
However,  as  part  of the  original  transaction,  the  Corporation  agreed  to
compensate  the  investor  for any  shortfall  in the  renunciation  made by the
Corporation to a maximum of $2.7 million plus accrued interest.  Subsequent
to  December 31,  2006,  the  Corporation  and the CRA reached a settlement
regarding  the  reassessment  which  preserves  the  amount of the  renunciation
originally  made to the investor.  Accordingly,  the Corporation no longer has a
contingent   liability   with   respect   to   possible   payments to  the
investor.

In September 2006, the Company signed the IIBA with the KIA which establishes the terms which will apply to Doris North mine operations with respect to benefits to the Inuit people of the Kitikmeot region.  Included in the agreement are specific payments totaling $1.4 million which would be made to the KIA subject to the successful completion of certain project milestones such as a positive production decision made by the Company and receipt of its water license.  Also in September 2006, the Company completed a water compensation agreement with the KIA for the use of the proposed lake for tailings disposal.  The agreement establishes total compensation of $0.9 million to be paid by the Company over a three year period following a positive production decision made by the Company.

Contractual Obligations

The following table summarizes the contractual obligations as at December 31, 2006 of the Company for each of the five years commencing with 2007 and thereafter, in thousands of dollars.

|                      | 2007   | 2008    | 2009    | 2010    | 2011    | Thereafter
|--------------------- | ------ | ------- | ------- | ------- | ------- | ----------
|Oxygen plant          | $600   | $     - | $     - | $     - | $     - | $     -   
|Office lease costs    | $336   | $336    | $344    | $260    | $260    | $245      
|Exploration equipment | $611   | $95     | -       | -       | -       | -         
|Site reclamation(1)   | $8,473 | $4,098  | $2,715  | $1,328  | $369    | $5,096    

|(1) | The Company is obligated to fund closure and reclamation costs for its mining and exploration operations as a condition of associated water licenses.  However, the timing of the payments has not been determined with certainty and may change depending upon future events.  Reclamation of exploration sites will be deferred to the extent that the Company continues to be engaged in actively exploring them.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







|March 29, 2007 | 16
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|MIRAMAR MINING CORPORATION | 
|-------------------------- | 

MANAGEMENTS DISCUSSION AND ANALYSIS







Subsequent to December 31, 2006, the Company entered into a purchase commitment of approximately $5.7 million to acquire a 118-person camp facility from a manufacturer.  Under the terms of the agreement, the Company will pay the construction costs for the camp facility prior to its shipment to the Hope Bay site, which is expected to be in July 2007.  The Company has the right to transfer its obligations under the purchase agreement to a third party.

For additional information related to the Companys obligations and commitments see note 15 to the annual consolidated financial statements.

Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements other than the pension obligations which are described in note 13 of the annual consolidated financial statements.

OUTLOOK

The outlook for the Company is dependent on the successful exploration and development of the Hope Bay Project.  The Company controls 100% of the Hope Bay Project, which has indicated resources totaling 3.4 million ounces of gold at a grade of 6.0 grams per tonne and an additional 5.4 million ounces of gold at a grade of 4.9 grams per tonne in the inferred category.

The Company plans to continue to work towards making a production decision on the Doris North Project, including advancement of the permitting process.  The Company believes that it will be successful in addressing the concerns of the regulatory agencies and, if the permitting process is successfully completed, the Company will make a final decision on a commitment to the construction process.  If the project is approved by the Company, production could commence during 2008.  The Company has engaged SNC-Lavalin to update the feasibility study which was completed on Doris North in 2003 and the update is expected to be completed in the second quarter of 2007.  There can be no assurance that the permitting process will be completed as planned or that the Company will develop the Doris North Project as anticipated.

As part of the Companys  development  strategy for Hope Bay, programs have
been  completed  that were  designed to  facilitate  delivery  of studies  which
include alternative mining concepts.  These alternative concepts will assess the
optimal  mining and milling  capacity for the next phase of  development at Hope
Bay. The two options under consideration are: a) an  underground  operation
with  a  targeted  production  of  approximately   300,000 ounces  of  gold
annually, and b) the Large Pit Concept at Madrid based



|March 29, 2007 | 17
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|MIRAMAR MINING CORPORATION | 
|-------------------------- | 

MANAGEMENTS DISCUSSION AND ANALYSIS



upon satellite underground deposits at Boston and Doris which has targeted production of approximately 600,000 ounces of gold annually.  These technical and economic studies are targeted to be completed in the second quarter of 2007.  The results of these studies will define the direction for Phase 2 development of Hope Bay.  The Company plans to commence a feasibility study on Phase 2 in the second half of 2007 and expects that the process will take 12-18 months to complete.  Upon establishing the parameters for Phase 2, the Company will also embark on the project approval process in 2007 by filing a preliminary project description with NIRB and initiating the process to study the environmental impacts of the proposed project.

The Company anticipates that final approval for the Con Mine closure and reclamation plan will be received in 2007 which will permit the Company to conduct final reclamation activities in subsequent periods.  On June 30, 2005, the Company returned the Giant Mine property to the Department of Indian and Northern Development in accordance with the terms of the acquisition agreement.  The Company does not have any ongoing reclamation obligations for the Giant Mine.

RISKS AND UNCERTAINTIES

The following risks and uncertainties, as well as risks not currently known to the Company, could materially affect the Companys future performance:

| |  | The Company will require external financing and production revenue to conduct further exploration on and development of its mineral resource properties and to develop the Doris North deposit.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company has had no revenue from operations and no ongoing mining operations of any kind.
| | - | --------------------------------------------------------------------------------------------

| |  | Changes in the market price of gold and other metals, which in the past has fluctuated widely, will significantly affect the potential of the Companys properties.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company has no history of producing gold from the Hope Bay Project and there can be no assurance that it will successfully establish mining operations or profitably produce gold.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | There can be no assurance that the Companys exploration programs will result in the establishment of mineral reserves or the expansion of such reserves with new mineral reserves.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company has a history of losses and expects to incur losses for the foreseeable future.
| | - | -------------------------------------------------------------------------------------------





|March 29, 2007 | 18
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|MIRAMAR MINING CORPORATION | 
|-------------------------- | 

MANAGEMENTS DISCUSSION AND ANALYSIS





| |  | The figures for the Companys mineral reserves and mineral resources are estimates based on interpretation and assumptions and the Companys mineral deposits may yield less mineral production under actual conditions than the Companys estimates indicate.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company requires various permits in order to conduct its current and anticipated future operations and delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that the Company has obtained, could have a material adverse impact on the Company.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Companys permits, licences and mineral rights to the Hope Bay Project may be subject to challenges by the Inuit based on the duty of the Canadian Federal Government to consult.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Hope Bay properties are subject to the Nunavut Land Claims Agreement and ongoing operations are affected by working relationships with Inuit organizations.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company is subject to significant governmental regulations.
| | - | ---------------------------------------------------------------

| |  | The Companys activities are subject to environmental laws and regulations that may increase its costs of doing business and restrict its operations.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Mining is inherently dangerous and subject to conditions or events beyond the Companys control, which could have a material adverse effect on its business.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Changes in the factors underlying the Doris North feasibility study since its preparation may make the financial calculations no longer applicable; actual capital costs, operating costs, production and economic returns from the Doris North deposit may differ significantly from those the Company has anticipated; and there are no assurances that any future development activities will result in profitable mining operations.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Because the Hope Bay Project is located in Canada and will have production costs incurred in Canadian dollars, while gold is generally sold in United States dollars, the Hope Bay Project results could be materially adversely affected by appreciation of the Canadian dollar.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Increased competition could adversely affect the Companys ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Title to the Companys mineral properties cannot be guaranteed and may be subject to prior unregistered agreements, transfers or claims and other defects.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------





|March 29, 2007 | 19
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|MIRAMAR MINING CORPORATION | 
|-------------------------- | 

MANAGEMENTS DISCUSSION AND ANALYSIS





| |  | The Company may experience difficulty attracting and retaining qualified management and operations personnel to meet the needs of its anticipated growth, and the failure to manage the Companys growth effectively could have a material adverse effect on its business and financial condition.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company has ongoing reclamation on the Con Mine and the Company may be required to contribute more funds towards the abandonment and reclamation of the Con Mine site which could have a material adverse effect on its financial position.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company does not currently have any ongoing reclamation on the Golden Eagle Mine but it is possible that there may be a future obligation to conduct reclamation on the Golden Eagle Mine site, which could have a material adverse effect on the Companys financial position.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company or its subsidiaries are from time to time a party to litigation which could have a material effect on the Company.
| | - | ------------------------------------------------------------------------------------------------------------------------------

OUTSTANDING SHARE DATA

As at March 30,  2007, there were 217,634,803 common shares outstanding. As
at March 30,  2007, there were options and warrants outstanding to purchase
an aggregate of  26,011,373 common  shares.  The options and warrants  were
granted to certain  of the  Companys  executive  officers,  directors  and
employees  (7,511,373  stock options) and to Newmont as part of a private equity
placement completed in 2005 (18,500,000 warrants).

RELATED PARTIES

The Company owns 7.3% of Maximus Ventures Ltd (Maximus), a company related by virtue of common directors.  The Company supplied services on a cost recovery basis to Maximus which totaled $1.0 million during the year (2005 - $1.2 million). Transactions with related parties are recorded at their exchange amount which is the amount of consideration received as established and agreed to by the Company and Maximus.

NEW ACCOUNTING STANDARDS

The  Accounting  Standards  Board of the  Canadian  Institute  of Chartered
     Accountants  (CICA)  issued Section 3855, Financial Instruments
       Recognition and Measurement,  Section 3861,  Financial  Instruments
     Disclosure and Presentation,  Section 3865, Hedges, and Section 1530,
     Comprehensive  Income,  all applicable to the Company for annual or interim
     accounting periods beginning on January 1, 2007.

Section 3855  requires all  financial  assets,  financial  liabilities  and
     non-financial  derivatives  to be  recognized  on  the  balance  sheet  and
     measured based on specified categories. Section 3861 identifies and details
     information  to be disclosed in the  financial  statements.  The Company is
     currently  assessing  the full impact of this new standard on its financial
     reporting. However, it is expected that the most significant impact will be
     to increase  the carrying  value of the  remaining  investment  in Sherwood
     Copper  Corporation and other investments to their fair value at the end of
     a reporting period.





|March 29, 2007 | 20
|-------------- | --



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

MANAGEMENTS DISCUSSION AND ANALYSIS





Section 3865 sets out when hedge accounting can be applied and builds on existing Canadian GAAP guidance by specifying how hedge accounting is applied and disclosed.  The Company currently does not have any hedging contracts and, therefore, does not expect any impact of the new standard to the financial statements.

Section 1530 introduces new standards for the presentation and disclosure of the components of comprehensive income.  Comprehensive income is defined as the change in net assets of an enterprise during a reporting period from transactions and other events and circumstances from non-owner sources.  The Company is currently evaluating the full impact of the standards and will be required to present a new statement entitled Comprehensive Income in the first quarter of 2007.

The CICA also issued Section 1506, Accounting Changes, which revises the current standards on changes in accounting policy, estimates or errors as follows:  voluntary changes in accounting policy are allowed only when they result in financial statements that provide reliable and more relevant information; changes in accounting policy are to be applied retrospectively unless doing so is impracticable;  changes in estimates are to be recorded prospectively;  and prior period adjustments are to be corrected retrospectively.  In addition, this standard calls for enhanced disclosure about the effects of changes in accounting policies, estimates and errors on the financial statements.

Section 1506 is applicable for the Company for the financial year beginning January 1, 2007.  The impact of Section 1506 cannot be determined until such time as the Company makes a change in accounting policy.

FORWARD LOOKING STATEMENTS

Statements  relating  to  exploration  work at the Hope Bay Project and the
     expected results of this work and strategies, plans, studies and permitting
     for the development of the Hope Bay Project, statements related to analyses
     of financial condition,  future results of operations and other information
     that are based on forecasts of future results, estimates of amounts not yet
     determinable and assumptions of management are  forward-looking  statements
     within  the  meaning  of the  United  StatesPrivate  Securities  Litigation  Reform Act of  1995and the securities legislation of certain provinces of
     Canada.  Forward looking  statements are statements that are not historical
     facts  and  are  generally,  but  not  always,   identified  by  the  words
     expects,      plans,       anticipates,
     believes,      intends,      estimates,
     projects,     satisfies,     potential,
     goal,      objective,      prospective,
     strategy,  target, and similar expressions, or that
     events or conditions will,  would, may,
     can, could or should occur. Information
     inferred  from the  interpretation  of  drilling  results  and  information
     concerning  mineral  resource  estimates  may also be deemed to be  forward
     looking  statements,  as it constitutes a prediction of what might be found
     to  be  present  when  and  if  a  project  is  actually  developed.  These
     forward-looking   statements   are  subject  to  a  variety  of  risks  and
     uncertainties  which  could  cause  actual  events  or  results  to  differ
     materially  from  those  reflected  in  the   forward-looking   statements,
     including, without limitation: risks related to fluctuations in gold prices
     and currency exchange rates;  uncertainties  related to raising  sufficient
     financing  to fund the planned  work in a timely  manner and on  acceptable
     terms;  changes  in  planned  work  resulting  from  weather,   logistical,
     technical or other factors;  the possibility  that results of work will not
     fulfill   expectations   and  realize  the   perceived   potential  of  the
     Companys properties;  uncertainties involved in the interpretation of
     drilling  results and other tests and the  estimation  of gold reserves and



|March 29, 2007 | 21
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|MIRAMAR MINING CORPORATION | 
|-------------------------- | 

MANAGEMENTS DISCUSSION AND ANALYSIS



resources; the possibility that required permits may not be obtained on a
     timely manner or at all; the  possibility  that capital and operating costs
     may  be  higher  than  currently  estimated  and  may  preclude  commercial
     development or render operations uneconomic;  risk of accidents,  equipment
     breakdowns  and labour  disputes  or other  unanticipated  difficulties  or
     interruptions;  the possibility of cost overruns or unanticipated  expenses
     in the work  program;  the risk of  environmental  contamination  or damage
     resulting from Miramars operations, risks and uncertainties described
     under   Risks   and   Uncertainties   and   elsewhere   in  the
     Managements   Discussion   and   Analysis,   and   other   risks  and
     uncertainties,  including  those  described  in the  Miramars  Annual
     Report on  Form 40-F  for the year  ended  December 31,  2006 and
     Reports on Form 6-K filed with the Securities and Exchange Commission.

Forward-looking statements are based on the beliefs, estimates and opinions of Miramars management on the date the statements are made.  Miramar undertakes no obligation to update these forward-looking statements if managements beliefs, estimates or opinions, or other factors, should change.

All resource estimates reported in this disclosure are calculated in accordance with the National Instrument43-101 of the Canadian securities administrators and the Canadian Institute of Mining and Metallurgy Classification system.  These standards differ significantly from the requirements of the United States Securities and Exchange Commission, which permits U.S. mining companies in their Securities and Exchange Commission filings to disclose only those mineral deposits that qualify as proven or probable reserves because a determination has been made based on an appropriate feasibility study that the deposits could be economically and legally extracted or produced, and, accordingly, resource information reported in this disclosure may not be comparable to similar information reported by United
States companies.  The term resource(s) does not equate to reserves and normally may not be included in documents filed with the Securities and Exchange Commission, and investors are cautioned not to assume that resources will be converted into reserves in the future.

This disclosure uses the term inferred resources.  While this term is recognized by Canadian securities regulations concerning disclosures by mining companies, the U.S. Securities and Exchange Commission does not recognize it.  Inferred resources have a great amount of uncertainty as to their existence and as to their economic and legal feasibility.  It cannot be assumed that all or any part of the inferred resources will ever be upgraded to a high category.  Under Canadian securities regulations, estimates of inferred resources may not form the basis of feasibility or pre-feasibility studies except in rare cases.  Investors are cautioned not to assume that part or all of an inferred resource exist or are economically or legally feasible.

Additional Information

Additional information regarding the Company is included in the Companys Annual Information Form (AIF) and Annual Report on Form 40F, which are filed with the Canadian securities regulators and the United States Securities and Exchange Commission, respectively.  A copy of the Companys AIF is posted on the SEDAR website at www.sedar.com.  A copy of the Form 40F can be obtained from the United States Securities and Exchange Commission website at www.sec.gov.





|March 29, 2007 | 22
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|        | EXHIBITS                                                                                                                                                                          
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1(1) | Code of Conduct for Chief Executive Officer and Senior Accounting Officers                                                                                                        
|99.2    | Audit and Risk Management Committee Charter (included in the Annual Information Form filed herewith)                                                                              
|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 Financial 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 John Wakeford, P. Geo.                                                                                                                                                 
|99.9    | Consent of SRK Consulting (Canada) Inc.                                                                                                                                           
|99.10   | Consent of John R. Sullivan, P. Geo., of Watts, Griffis and McOuat Limited                                                                                                        
|99.11** | Consent of Michel Dagbert, P. Eng., of Geostat Systems International Inc.                                                                                                         
|99.12   | Consent of John Zbeetnoff, P.Geo.                                                                                                                                                 
|99.13   | Consent of Darren Lindsay, P.Geo.                                                                                                                                                 

(1)  Previously filed on May 19, 2004 on the issuers annual report on Form 40-F for the year ended December 31, 2003.

(1)  ** To be filed by amendment





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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: April 2, 2007











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