|REPORT OF INDEPENDENT AUDITORS
|------------------------------



| | To the Shareholders ofMinco Gold Corporation
| | --------------------------------------------

We have audited the consolidated statements of operations and comprehensive loss and deficit and cash flows for the year ended December 31 2008 ofMinco Gold Corporation(the Company). 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 audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.We were not engaged to perform an audit of the Companys internalcontrol over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. 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. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the results ofthe Companysoperations and cash flows for the year ended December 31, 2008 in accordance with Canadian generally accepted accounting principles.



Vancouver, Canada,April 14, 2009,
	Chartered Accountants




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PricewaterhouseCoopers LLP Chartered Accountants
PricewaterhouseCoopers Place 250 Howe Street, Suite 700 Vancouver, British Columbia Canada V6C 3S7 Telephone +1 604 806 7000 Facsimile +1 604 806 7806Independent Auditors Report
To the Shareholders of Minco Gold Corporation




We have audited the consolidated balance sheets ofMinco Gold Corporation

(the Company) as at December 31, 2009 and the consolidated statements of operations and comprehensive loss and deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the 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, 2009 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.

The consolidated financial statements as at December 31, 2008 and for the two year period then ended, prior to adjustment for the discontinued operations, were audited by other auditors who expressed an opinion without reservation in their report dated April 14, 2009. We have audited these adjustments to the financial statements as at December 31, 2008 and for the two year period then ended, and in our opinion, such adjustments, in all material respects, are appropriate and have been properly applied.

Yours very truly,

Signed PricewaterhouseCoopers LLP



| | Chartered AccountantsVancouver, British ColumbiaMarch 29, 2010
| | --------------------------------------------------------------

PricewaterhouseCoopers refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership, or, as the context requires, the PricewaterhouseCoopers global network or other member firms of the network, each of which is a separate legal entity.

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