##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 40-F
  o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended:
    
    Commission File No.December 31,
2005
    
    001-12003
 MERIDIAN GOLD INC.
    Canada
    
    1040
    
    88-0226676(Province or other
    
    (Primary Standard Industrial
    
    (I.R.S. Employerjurisdiction of incorporation
    
    Classification Code Number
    
    Identification Number (ifor organization)
    
    (if applicable))
    
    applicable))
  
  
         
  Title of each class
    
    Name of each exchange on which registeredCommon Shares, no par value
    
    New York Stock ExchangeRights to acquire Common Shares,
no par value
    
    Toronto Stock Exchange
   
    
   þ
    
    Annual information
    


þ

    
    Audited annual financialform
    
    
    
    statements
   o þ
  þ o




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##### Table of Contents



TABLE OF CONTENTS
 ANNUAL INFORMATION FORMITEM 1: COVER PAGEITEM 2: TABLE OF CONTENTSGLOSSARYCAUTIONARY STATEMENTITEM 3: CORPORATE STRUCTUREName and IncorporationIntercorporate RelationshipsITEM 4: GENERAL DEVELOPMENT OF THE BUSINESSBusiness of the CompanyITEM 5: NARRATIVE DESCRIPTION OF THE BUSINESSMineral Reserves and ResourcesExplorationUses of Gold and SilverRefining and MarketingHedging ProgramRisk FactorsProperty InterestsEmployeesDescription of PropertiesEl PeñónEsquelJerritt CanyonRossiBeartrackITEM 6: DIVIDENDSITEM 7: DESCRIPTION OF CAPITAL STRUCTUREITEM 8: MARKET FOR SECURITIESITEM 9: ESCROWED SECURITIESITEM 10: DIRECTORS AND OFFICERSITEM 11: PROMOTERSITEM 12: LEGAL PROCEEDINGSITEM 13: INTEREST OF MANAGEMENT AND OTHERS IN MATERIALTRANSACTIONSITEM 14: TRANSFER AGENTSITEM 15: MATERIAL CONTRACTSITEM 16: INTEREST OF EXPERTSITEM 17: ADDITIONAL INFORMATIONMERIDIAN
GOLD INC. FORM 40-F DECEMBER 31, 2005EXHIBITS




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MERIDIAN GOLD INC.
 th
 ANNUAL INFORMATION FORM
 FOR THE YEAR ENDED DECEMBER 31, 2005
 DATED MARCH 29, 2006




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MERIDIAN GOLD INC.
ANNUAL INFORMATION FORM
TABLE OF CONTENTS
 ITEM 1: COVER PAGE
    
    
    1ITEM 2: TABLE OF CONTENTS
    
    
    2Glossary of Terms
    
    
    3Cautionary Statement
    
    
    5ITEM 3: CORPORATE STRUCTUREName and Incorporation
    
    
    5Intercorporate Relationships
    
    
    5ITEM 4: GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    6ITEM 5: NARRATIVE DESCRIPTION OF THE BUSINESSMineral Reserves and Resources
    
    
    7Exploration
    
    
    9Uses of Gold and Silver
    
    
    9Refining and Marketing
    
    
    9Hedging Program
    
    
    10Risk Factors
    
    
    10Property Interests
    
    
    15Employees
    
    
    17Description of Properties
    
    
    17El Peñón
    
    
    17Esquel
    
    
    21Jerritt Canyon
    
    
    25Rossi
    
    
    26Beartrack
    
    
    27Alhue
    
    
    27ITEM 6: DIVIDENDS
    
    
    28ITEM 7: DESCRIPTION OF CAPITAL STRUCTURE
    
    
    28ITEM 8: MARKET FOR SECURITIES
    
    
    29ITEM 9: ESCROWED SECURITIES
    
    
    29ITEM 10: DIRECTORS AND OFFICERS
    
    
    29ITEM 11: PROMOTERS
    
    
    36ITEM 12: LEGAL PROCEEDINGS
    
    
    37ITEM 13: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
    
    
    38ITEM 14: TRANSFER AGENTS
    
    
    38ITEM 15: MATERIAL CONTRACTS
    
    
    38ITEM 16: INTEREST OF EXPERTS
    
    
    39ITEM 17: ADDITIONAL INFORMATION
    
    
    39EXHIBIT 1EXHIBIT 2EXHIBIT 3EXHIBIT 4EXHIBIT 5EXHIBIT 6EXHIBIT 7
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GLOSSARY
  cash cost of
production
    
    Includes site costs for all mining (except deferred mining and deferred
stripping costs), processing, administration, resource taxes and royalties but
does not include capital, exploration, depreciation and financing costs. Total
cash costs are reduced by by-product silver credits, and are then divided by
payable gold ounces to arrive at net cash cost of production per ounce. Cash
cost of production is not a GAAP measuredeposit
    
    A mineralized body which has been physically delineated by sufficient drilling,
trenching, and/or underground work, and found to contain a sufficient average
grade of metal or metals to warrant further exploration and/or development
expenditures. Such a deposit does not qualify as commercially mineable tons or
as containing material reserves, until final technical and economic factors have
been resolved.development
    
    The preparation of a known commercially mineable deposit for mining.doré
    
    Unrefined gold and silver bullion bars usually consisting of approximately 90%
precious metals which will be further refined to almost pure metal.exploration
    
    The search for mineral deposits (reserves) which are not in development or
production.Merrill-Crowe
    
    A process whereby precious metals contained in a mineral-bearing cyanide
solution are precipitated by the addition of powdered zinc.mill
    
    A plant where ore is ground, usually to fine powder, and the metals are
extracted by physical and/or chemical processes.mineral reserve
    
    The economically mineable part of a measured or indicated mineral resource
demonstrated by at least a preliminary feasibility study. This study must
include adequate information on mining, processing, metallurgical, economic
and other relevant factors that demonstrate, at the time of reporting, that
economic extraction can be justified. A mineral reserve includes diluting
materials and allowances for losses that may occur when the material is mined.
Mineral reserves are subdivided in order of increasing confidence into probable
mineral reserves and proven mineral reserves. A probable mineral reserve has a
lower level of confidence than a proven mineral reserve.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. Mineral resources which are not mineral reserves do not have
demonstrated economic viability.mineralization
    
    Mineral-bearing rock; the minerals may have been either a part of the original
rock unit or injected at a later time.ore
    
    A metal or mineral bearing rock or a combination of these of sufficient value as
to quality and quantity to enable it to be mined at a profit.ounces
    
    Troy ounces.
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open pit mine
    
    A mining operation whereby ore is removed from the surface of an ore body.probable
mineral reserve
    
    A probable mineral reserve is the economically mineable part of an indicated,
and in some circumstances, a measured mineral resource, demonstrated by at
least a preliminary feasibility study. This study must include adequate
information on mining, processing, metallurgical, economic and other relevant
factors that demonstrate, at the time of reporting, that economic extraction can
be justified.production
    
    The exploitation of a mineral deposit or reserve.proven
mineral reserve
    
    A proven mineral reserve is the economically mineable part of a measured
mineral resource demonstrated by at least a preliminary feasibility study. This
study must include adequate information on mining, processing, metallurgical,
economic and other relevant factors that demonstrate, at the time of reporting
that economic extraction can be justified.sub-level
stoping
    
    An underground mining method used in large, steeply dipping orebodies where
the wall rock is of a competent nature. Drives are developed in the ore on
equally spaced levels, on retreat. The ore is extracted at the bottom of the stope
on a haulage level.total cost of
production
    
    Total production costs are comprised of cash cost of production plus
depreciation/depletion and amortization, and reclamation provision. Total cost
of production is not a GAAP measure.
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CAUTIONARY STATEMENT
  
 ITEM 3: CORPORATE STRUCTURE
 
 Name and Incorporation
 Canada Business Corporations
Act Canada Business Corporations Act Canada Business Corporations Act
  th
 
 Intercorporate Relationships
  - 5 -




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Meridian Gold Company
    
    DelawareMeridian Beartrack Company
    
    MontanaMeridian Jerritt Canyon Corporation
    
    DelawareMeridian Minerals Corporation
    
    DelawareMeridian Rossi Corporation
    
    DelawareMeridian Gold Holdings (Cayman) Limited
    
    Cayman IslandsMeridian Subco I Limited
    
    Cayman IslandsMeridian Subco II Limited
    
    Cayman IslandsMinera Meridian Limitada
    
    ChileMeridian Subco V (Argentina) Limited
    
    Cayman IslandsBrancote Holdings PLC
    
    United KingdomScarabee Investments Ltd.
    
    Cayman IslandsEmerald Limited
    
    Cayman IslandsVillagarden S.A.
    
    UruguayMinera El Desquite S.A.
    
    ArgentinaMeridian Gold Holdings II (Cayman) Limited
    
    Cayman IslandsSubco III (Argentina) Limited
    
    Cayman IslandsMinera Meridian Argentina S.A.
    
    ArgentinaSubco IV (Peru) Limited
    
    Cayman IslandsMinera Meridian Peru S.A.C.
    
    PeruMeridian Gold (Barbados) Limited
    
    BarbadosMeridian Gold Holdings (Mexico) SADCV
    
    MexicoMinera Meridian Minerales SRLCV
    
    MexicoMinera Meridian Mexico SRLCV
    
    Mexico
 
 ITEM 4: GENERAL DEVELOPMENT OF THE BUSINESS
 Business of the Company
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
    
    the purchase of the Fortuna property in Chile for $7.5 million from Gold Fields Ltd. in March of
2005. In addition to the purchase price, a 2% royalty will be paid to Gold Fields Limited on all
precious metals production at the Fortuna property. The property is located roughly 10 kilometers
from the El Peñon mine, containing 78 sq. kilometers of land.
    
    the Company has seen the expansion of the El Peñón mine in Chile from a 2,000 tonnes per day
facility to nearly 2,500 tonnes per day operation and the addition of reserves and resources
through an aggressive exploration program mainly around the El Peñon mine.
    
    in August of 2005, the Company signed a purchase option agreement and commenced an exploration
program of the Minera Florida property near Alhue, Chile. The terms of the purchase option
agreement allow the Company to spend up to $5 million to explore the Alhue property over an 18
month period. At any point during this time, the company has an option to purchase 100% of the
Minera Florida shares for $100 million.
    
    the write down of the carrying value of the Esquel property and subsequent reclassification of
its reserves to a resource category.
 Enterprises in the Development Stage Income Taxes
 
 ITEM 5: NARRATIVE DESCRIPTION OF THE BUSINESS
 
 Mineral Reserves and Resources
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Mineral Reserves (Proven and Probable) (1)
 December 31, 2005
    
    
    
    
    
    
    
    
    
    
    December 31, 2004Grade
    
    
    Contained
    
    
    
    
    
    
    Grade
    
    
    Contained(grams per
    
    
    ounces (3)
    
    
    
    
    
    
    (grams per
    
    
    ounces (3)Tonnes (2)
    
    
    tonne)
    
    
    (oz)
    
    
    Tonnes (2)
    
    
    tonne)
    
    
    (oz)(in millions, except grades)El Peñón
    
    
    8.4
    
    
    
    7.8
    
    
    
    2.1
    
    
    
    7.9
    
    
    
    8.0
    
    
    
    2.0Esquel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.5
    
    
    
    9.7
    
    
    
    2.3Total
    
    
    8.4
    
    
    
    7.8
    
    
    
    2.1
    
    
    
    15.4
    
    
    
    8.8
    
    
    
    4.3
 Mineral Resources (Measured and Indicated) (1)
 December 31, 2005
    
    
    December 31, 2004Grade
    
    
    Contained
    
    
    
    
    
    
    Grade
    
    
    Contained(grams per
    
    
    ounces (3)
    
    
    
    
    
    
    (grams per
    
    
    ounces (3)Tonnes (2)
    
    
    tonne)
    
    
    (oz)
    
    
    Tonnes (2)
    
    
    tonne)
    
    
    (oz)(in millions, except grades)El Peñón
    
    
    2.7
    
    
    
    8.5
    
    
    
    0.7
    
    
    
    2.6
    
    
    
    8.2
    
    
    
    0.7Esquel
    
    
    4.7
    
    
    
    15.0
    
    
    
    2.3
    
    
    
    3.0
    
    
    
    3.5
    
    
    
    0.3Rossi (4)
    
    
    0.2
    
    
    
    15.4
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    15.4
    
    
    
    0.1Total
    
    
    7.6
    
    
    
    12.7
    
    
    
    3.1
    
    
    
    5.8
    
    
    
    6.1
    
    
    
    1.1
 Mineral Resources (Inferred) (1)
 December 31, 2005
    
    
    December 31, 2004Grade
    
    
    Contained
    
    
    
    
    
    
    Grade
    
    
    Contained(grams per
    
    
    ounces (3)
    
    
    
    
    
    
    (grams per
    
    
    ounces (3)Tonnes (2)
    
    
    tonne)
    
    
    (oz)
    
    
    Tonnes (2)
    
    
    tonne)
    
    
    (oz)(in millions, except grades)El Peñón
    
    
    2.3
    
    
    
    8.2
    
    
    
    0.6
    
    
    
    1.2
    
    
    
    8.3
    
    
    
    0.3Esquel
    
    
    0.9
    
    
    
    9.9
    
    
    
    0.3
    
    
    
    2.9
    
    
    
    4.7
    
    
    
    0.4Rossi (4)
    
    
    0.3
    
    
    
    12.9
    
    
    
    0.1
    
    
    
    0.3
    
    
    
    12.9
    
    
    
    0.1Total
    
    
    3.5
    
    
    
    8.9
    
    
    
    1.0
    
    
    
    4.4
    
    
    
    6.3
    
    
    
    0.8
 
 (1)
    
    Estimates for proven and probable mineral reserves and resources for December 31, 2005 and 2004
are based on assumed gold prices of $350 per ounce for El Peñón and $325 per ounce for Esquel. The
Companys material reserves are relatively insensitive to change in gold price. The 2005 and 2004
year-end mineral reserves and resources were audited/reviewed by the following qualified persons
(as defined in National Instrument 43-101 of the Canadian Securities Administrators): 
    El Peñón
    
    2005  Dave Rennie, Consulting Geological Engineer, Jim Pearson, Associate
Consulting Mining Engineer, Roscoe Postle Associates Inc., (independent engineering
firm)2004  Robin Young, Chief Executive Officer, Western Services Engineering
(independent engineering firm).
    Esquel
    
    Robin Young, Chief Executive Officer, Western Services Engineering (independent
engineering firm).
    Rossi
    
    Year-end mineral resources are based on Rossi Joint Venture internal estimates
reviewed by Robert R. Wheatley, a geologist of the Company.
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(2)
    
    Based on optimized mine plans, which incorporate as necessary the impacts of dilution and
access for Meridians operations.(3)
    
    Contained ounces exceed recoverable ounces due to metal losses experienced during the
extraction process.
Precious metal recoveries are dependent on the process used, grade of ore and metallurgy.
Estimated gold recoveries for the El Peñón mill material are 96%. These estimated recoveries
have not been reflected in the tables above.(4)
    
    This data represents solely the Companys 40% share of the mineral reserves / resources of the
Rossi Joint Venture.
Barrick Gold Corporation acquired a 60% ownership in the Rossi property during 2003.(5)
    
    This section uses the terms measured and indicated resources. We advise U.S. investors that
while those terms are recognized and required by Canadian regulations, the U.S. Securities and
Exchange Commission 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. This
section also uses the term inferred resources. We advise U.S. investors that while this term is
recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does
not recognize it. 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 minable. Reconciliation of Mineral Reserves  (in millions)
 Dec. 31,2004
    
    Ounces Produced in 2005
    
    Increase (Decrease)
    
    Dec. 31,2005Gold
    
    Silver
    
    Gold
    
    Silver
    
    Gold
    
    Silver
    
    Gold
    
    SilverOunces
    
    Ounces
    
    Ounces
    
    Ounces
    
    Ounces
    
    Ounces
    
    Ounces
    
    OuncesEl Peñón
    
    
    2.0
    
    
    
    54.5
    
    
    
    0.3
    
    
    
    5.5
    
    
    
    0.4
    
    
    
    27.4
    
    
    
    2.1
    
    
    
    76.4Esquel (1)
    
    
    2.3
    
    
    
    3.7
    
    
    
    
    
    
    
    
    
    
    
    (2.3
    )
    
    
    (3.7
    )
    
    
    
    
    
    
    Total
    
    
    4.3
    
    
    
    58.2
    
    
    
    0.3
    
    
    
    5.5
    
    
    
    (1.9
    )
    
    
    23.7
    
    
    
    2.1
    
    
    
    76.4
 
 (1)
    
    The decrease in the reserves for the Esquel property is due to the requirement, associated with
the impairment, to reclassify the category of ounces from reserves to resources. 
 Exploration
   2005
    
    
    2004(in millions)Chile
    
    $
    15.7
    
    
    $
    10.2Argentina
    
    
    2.7
    
    
    
    4.0United States
    
    
    2.4
    
    
    
    3.0Nicaragua
    
    
    2.4
    
    
    
    Peru
    
    
    0.7
    
    
    
    1.4Mexico
    
    
    0.7
    
    
    
    0.5Other
    
    
    0.4
    
    
    
    0.4Total
    
    $
    25.0
    
    
    $
    19.5
  
 Uses of Gold and Silver
  
 Refining and Marketing
  -9-




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Hedging Program
       
 Risk Factors
  -10-




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Fluctuations in the Market Price of Precious Metals
  Mining Industry Risks
   Uncertainty of Title to Properties
     -11-




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(Manifestacion de Descubrimiento)
 Risk Associated with Foreign Operations
  Environmental Risks and Hazards
  Governmental Regulation of the Mining Industry
     -12-




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Mining Related Taxes
  Properties Without Known Mineable Reserves
  Uncertainty as to Calculations of Mineral Reserves and Ore Grades
  Accounting for the Impairment of Long-lived Assets
   Requirement of Additional Financing
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Uninsured Risks
  Risk of Hedging Strategies
  Competition
  Dependence upon Key Management Personnel
  Potential Volatility of Market Price of Common Shares
  Dilution
  -14-




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Certain Anti-Takeover Effects
   
 Property Interests
 Chile
       -15-




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United States
  Argentina
   Manifestacion de Descubrimiento
 -16-




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Employees
  
 Description of Properties
    
 El Peñón
 History, Location, Size and Access
    -17-




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Geology and Mining
      Exploration
  - 18 -




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- 19 -




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Sampling and Analysis
    Mineralization
        - 20 -




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Milling
      Recent Operations
   
 Esquel
 Current Status
  - 21 -




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
    
    The impairment analysis assumed an open-pit and underground mine instead of the all
open-pit mine.
    
    We assumed current metal price as of each year end. As at December 31, 2004 the gold
price was $436 and the silver price was $6.77. Additionally, we performed sensitivity
analysis reflecting the effect of using lower metal prices, e.g. the three year average
prices and a scenario with pricing at $300 per ounce.
    
    We assumed production grades to be less than the grades reported in our mineral reserve
and resource tables presented in the annual report, 40-F and technical report. This was
done in an effort to find a conservative cut-off grade appropriate for the mine. We
performed sensitivity analysis of grades rising and falling between 1-5%.
    
    We assumed gold recoveries of 85% and silver recoveries of 71%. We performed sensitivity
analysis using variations from 1-3%.
    
    We assumed contained gold of 3.4 million ounces and gold production after recoveries of
2.9 million ounces. This reflects all known reserves and resources and a change in the
economic cut off of the mine block model from $325 gold and $5 silver price per ounce to
$350 gold and $6 silver. We have not included existing mineral deposits where drilling has
occurred but not in a sufficient quantity to classify as a resource nor the potential
discovery of new deposits.
    
    We assumed a cost per tonne of $25. Our models are based on third party consultants
studies plus contingencies and are within 3% of the amounts reported in the Technical
Report.
    
    We assumed life of mine capital for equipment, mine development and processing plant of
$187 million for 2003 and 2004. Capital forecasts are based on independent consultant
studies and contain contingencies up to 30% for specific capital items.
    
    We assumed reclamation expenditures at December 31, 2003 and 2004 were $25 million and
$35 million respectively.
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TABLE 1
    
    (US$ Millions)Purchase price
    
    
    310.0Capital spending on project
    
    
    6.1Future income tax liability 1
    
    
    149.1Currency translation adjustment 2
    
    
    77.6Total impairment
    
    
    542.8Income tax benefit
    
    
    163.9Net impairment
    
    
    378.9
 Note:
  
  History, Location, Size and Access
    Ownership
  - 23 -




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Geology
    Exploration
   - 24 -




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Jerritt Canyon
 Sale of Jerritt Canyon Interest
   Assets
    
    $
    11.3Liabilities
    
    
    (10.7
    )Net assets
    
    $
    0.6Proceeds from the sale of JCJV,
net of closure costs
    
    
    2.3Net gain on sale of JCJV
    
    $
    1.7
  - 25 -




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Rossi
 Joint Venture Agreement
    Geology and Exploration
    - 26 -




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Beartrack
 History, Location, Size and Access
  Recent Operations
  
 Alhue
 Agreement with Minera Florida SA
  - 27 -




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History, Location and Size
   Geology
    
 ITEM 6: DIVIDENDS
  
 ITEM 7: DESCRIPTION OF CAPITAL STRUCTURE
  - 28 -




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ITEM 8: MARKET FOR SECURITIES
  TSX (CDN $ per share)
    
    
    NYSE (US $ per share)Low
    
    
    High
    
    
    Volume
    
    
    Low
    
    
    High
    
    
    VolumeJanuary
    
    $
    20.39
    
    
    $
    23.69
    
    
    
    257,975
    
    
    $
    16.55
    
    
    $
    19.24
    
    
    
    555,295February
    
    
    21.41
    
    
    
    26.03
    
    
    
    323,490
    
    
    
    17.00
    
    
    
    21.15
    
    
    
    770,110March
    
    
    19.22
    
    
    
    23.67
    
    
    
    310,140
    
    
    
    15.88
    
    
    
    19.11
    
    
    
    663,881April
    
    
    18.64
    
    
    
    21.16
    
    
    
    211,971
    
    
    
    14.90
    
    
    
    17.22
    
    
    
    462,633May
    
    
    17.92
    
    
    
    21.34
    
    
    
    176,338
    
    
    
    14.11
    
    
    
    17.07
    
    
    
    520,557June
    
    
    20.58
    
    
    
    23.07
    
    
    
    244,309
    
    
    
    16.41
    
    
    
    18.67
    
    
    
    513,727July
    
    
    20.60
    
    
    
    22.87
    
    
    
    156,535
    
    
    
    16.80
    
    
    
    18.61
    
    
    
    421,625August
    
    
    21.51
    
    
    
    24.50
    
    
    
    299,518
    
    
    
    17.70
    
    
    
    20.50
    
    
    
    678,469September
    
    
    22.57
    
    
    
    26.68
    
    
    
    188,376
    
    
    
    19.01
    
    
    
    22.70
    
    
    
    703,480October
    
    
    21.44
    
    
    
    26.44
    
    
    
    295,135
    
    
    
    18.33
    
    
    
    22.50
    
    
    
    740,733November
    
    
    21.67
    
    
    
    23.94
    
    
    
    536,572
    
    
    
    18.25
    
    
    
    20.32
    
    
    
    723,780December
    
    
    22.21
    
    
    
    25.65
    
    
    
    607,825
    
    
    
    19.09
    
    
    
    22.00
    
    
    
    839,542
  
 ITEM 9: ESCROWED SECURITIES
  
 ITEM 10: DIRECTORS AND OFFICERS
 www.sedar.com
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##### Table of Contents



Ownership ofCommon Shares as ofOfficer
    
    Title
    
    December 31, 2005Brian J. Kennedy
    
    Vice Chairman, Chief Executive Officer, and
President
    
    
    291,835Peter C. Dougherty
    
    Vice President, Finance and Chief Financial
Officer
    
    
    13,349Wayne M. Hubert
    
    Vice President, Corporate Development and
Investor Relations and Corporate Secretary
    
    
    21,229Darcy E. Marud
    
    Vice President Exploration
    
    
    18,906Darrin L. Rohr
    
    Vice President, Human Resources and
Chief People Officer
    
    
    11,843Edgar A. Smith
    
    Vice President of Operations
    
    
    75,028
     Audit Committee
   Financially
    
    FinancialAudit Committe Member
    
    Chair
    
    Independent(1)
    
    Literate (2)
    
    Expert (3)Richard P. Graff (3)
    
    
    
    X
    
    X
    
    XChristopher R. Lattanzi
    
    
    
    X
    
    XGerard E. Munera
    
    
    
    X
    
    XCarl L. Renzoni
    
    X
    
    X
    
    X
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(1)
    
    An audit committee member is independent if he or she has no direct or indirect
material relationship with the issuer, meaning, a relationship which could be reasonably
expected to interfere with the exercise of a members independent judgement.(2)
    
    An individual is financially literate if he or she has the ability to read and
understand a set of financial statements that present a breadth and level of complexity
of accounting issues that are generally comparable to the breadth and complexity of the
issues that can reasonably be expected to be raised by the
issuerss financial
statements.(3)
    
    An individual is a financial expert as determined by the Audit committee if he or she
through education or experience has an understanding of financial statements and GAAP
experience in 1) preparing, auditing, analyzing, or evaluating financial statements of
companies comparable to the company or experience in actively supervising one or more
persons engaged in such activities, and 2) in applying GAAP to accounting for estimates,
accruals and reserves; and an understanding of internal auditing controls, procedures for
financial reporting, and the functioning of audit committees.
     External Auditor Service Fees
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Service Provided
    
    2005
    
    2004Audit services
    
    
    410
    
    
    
    473Audit-related services
    
    
    65
    
    
    
    105Tax services
    
    
    173
    
    
    
    105All other services
    
    
    0
    
    
    
    155Total
    
    
    648
    
    
    
    838
   Audit Committee Charter
  PURPOSE
  (a)
    
    the accounting and financial reporting processes and audits of financial statements,(b)
    
    the integrity of financial statements,(c)
    
    compliance with legal and regulatory requirements,(d)
    
    the qualifications and independence of independent auditors, and(e)
    
    the performance of the independent auditors and the internal audit function.
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MEMBERSHIP QUALIFICATIONS
      COMMITTEE MEETINGS
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DUTIES AND RESPONSIBILITIES
  (a)
    
    to appoint, retain and terminate the independent auditors (subject, if applicable,
to shareholder approval), including the sole authority to approve all audit
engagement fees and terms, and to determine any other compensation to be paid
to the independent auditors,(b)
    
    to pre-approve, or adopt appropriate procedures to pre-approve, and to monitor
all audit and non-audit services to be provided by the independent auditors,(c)
    
    to ensure that the independent auditors prepare and deliver annually the
Auditors Statement relating to, among other things, the independent auditors
internal quality-control procedures (it being understood that the independent
auditors are responsible for the accuracy and completeness of the Auditors Statement),(d)
    
    to obtain from the independent auditors annually a formal written statement of
the fees billed in each of the last two fiscal years for the services rendered by
the independent auditors,(e)
    
    to obtain from the independent auditors in connection with any audit a timely
report relating to the annual audited financial statements describing all critical
accounting policies and practices used, all alternative treatments of financial
information within generally accepted accounting principles that have been
discussed with management, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the independent
auditors, and any material written communications between the independent
auditors and management, such as any management letter or schedule of
unadjusted differences,(f)
    
    to resolve any disagreements between management and the independent
auditors regarding financial reporting by the Corporation,(g)
    
    to review and evaluate the qualifications, performance and independence of the
lead audit partner of the independent auditors,(h)
    
    to discuss with management the timing and process for implementing the
rotation of the lead audit partner, the concurring audit partner and any other
active audit engagement team partner and consider whether there should be a
regular rotation of the audit firm itself,(i)
    
    to take into account the opinions of management and the persons responsible
for the internal audit function in assessing the independent auditors
qualifications, performance and independence, and
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(j)
    
    to instruct the independent auditors that the independent auditors are ultimately
accountable to the Board of Directors and the Committee, as representatives of
the shareholders.With respect to the internal audit function,(k)
    
    to review the appointment and replacement of the person with principal
responsibility for the internal audit function, and(l)
    
    to advise the person with principal responsibility for the internal audit function
that he or she is expected to provide to the Committee summaries of and, as
appropriate, the significant reports to management prepared in relation to the
internal audit function, andwith respect to financial reporting principles and policies and internal audit
controls and procedures,(m)
    
    to advise management, the persons responsible for the internal audit function
and the independent auditors that they are expected to provide to the Committee
a timely analysis of significant financial reporting issues and practices,(n)
    
    to meet with management, the persons responsible for the internal audit
function and the independent auditors to discuss, and review before the public
disclosure by the Corporation of, among other things, the annual audited
financial statements and quarterly unaudited financial statements, including
disclosures under Managements Discussion and Analysis of Financial
Condition and Results of Operations,(o)
    
    to consider any reports or communications (and managements responses
thereto) submitted to the Committee by the independent auditors required by
applicable auditing standards,(p)
    
    to discuss internal controls with the Corporations chief executive officer and
chief financial officer,(q)
    
    to discuss guidelines and policies governing the process by which senior
management and the relevant departments of the Corporation assess and
manage exposure to risk, and to discuss major financial risk exposures and the
steps management has taken to monitor and control such exposures,(r)
    
    to undertake, from time to time, a review of any balance sheet or income
statement item to gain understanding and comfort with accounting, cash,
management, and policies of the Corporation,(s)
    
    to obtain from the independent auditors assurance that the audit was conducted
in a manner consistent with applicable generally accepted auditing standards,(t)
    
    to discuss with the chief legal officer or outside legal counsel, or both, any
significant legal, compliance or regulatory matters that may have a material
effect on the financial statements or the business, operations or compliance
policies of the Corporation, including material notices to or inquiries received
from governmental agencies,(u)
    
    to discuss earnings press releases,(v)
    
    to discuss the types of financial information and earnings guidance, if any,
provided, and the types of presentations made, to analysts and rating agencies,
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(w)
    
    to establish procedures for the receipt, retention and treatment of complaints
received regarding accounting, internal accounting controls or auditing matters,
and for the confidential, anonymous submission by employees of concerns
regarding questionable accounting or auditing matters,(x)
    
    to recommend to the Board of Directors candidates for appointment as, the
Controller and Chief Accounting Officer, and Vice President, Finance and
Chief Financial Officer,(y)
    
    to establish hiring policies for employees or former employees of the
independent auditors, and(z)
    
    to review all related party transactions.
 COMMITTEE REPORTS
  (a)
    
    any reports or other disclosures required to be prepared in relation to the Committee or
its activities pursuant to applicable laws or stock exchange requirements in Canada or
the United States for inclusion in the Corporations public disclosure documents,(b)
    
    an annual performance evaluation of the Committee, which evaluation shall compare
the performance of the Committee with the requirements of this Charter. The
performance evaluation should also recommend to the Board of Directors any
improvements to this Charter deemed necessary or desirable by the Committee. The
performance evaluation shall be conducted in such manner as the Committee deems
appropriate. The report to the Board of Directors may take the form of an oral report
by the chairperson of the Committee or any other member of the Committee designated
by the Committee to make this report; and(c)
    
    a summary of the actions taken at each Committee meeting, which shall
be presented to the Board of Directors at its next scheduled meeting.
   RESOURCES AND AUTHORITY OF THE COMMITTEE
  
 ITEM 11: PROMOTERS
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ITEM 12: LEGAL PROCEEDINGS
 USA
  Chile
 th
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Argentina
   
 ITEM 13: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
   
 ITEM 14: TRANSFER AGENTS
  
 ITEM 15: MATERIAL CONTRACTS
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ITEM 16: INTEREST OF EXPERTS
 Names of Experts:Robert R. Wheatley
    
    Geologist, Meridian Gold Inc.
    
    Certify mineral reserves &
resourcesDavid W. Rennie, P. Eng.
    
    Geological Engineer, Roscoe
    
    Certify mineral reserves &Postle Associates Inc.
    
    resourcesRobin J. Young
    
    CEO, Western Services
    
    Certify mineral reserves &Engineering, Inc
    
    resources
 Interest of Experts:
  
 ITEM 17: ADDITIONAL INFORMATION
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MERIDIAN GOLD INC.
FORM 40-F DECEMBER 31, 2005
CONTROLS AND PROCEDURES
  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
   
 SIGNATURE
    
 Name: Peter C. Dougherty  Title: Vice President, Finance and Chief Financial Officer




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EXHIBITS
  
 Number
    
    Exhibit1
    
    The Companys 2005 Annual Report2
    
    The Companys Notice of Meeting and Management
Information Circular and Proxy Statement dated March 1,
20063
    
    Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.4
    
    Certifications of Annual Report on Form 40-F for the
year ended December 31, 2005 pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.5
    
    Consent dated January 28, 2005 of KPMG LLP,
Independent Auditors.6
    
    Consent dated March 23, 2006 of David W. Rennie,
Geological Engineer, and James L. Person, Mining
Engineer, Roscoe Postle Associates Inc. (independent
engineering firm) related to the 2005 El Penon mineral
resources and reserves.7
    
    Consents dated February 3, 2005 of Robin J. Young,
Chief Executive Officer, Western Services Engineering,
Inc. (independent engineering firm) related to the 2004,
El Peñón mineral resources and reserves and the Esquel
mineral resources and reserves.