UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549



FORM 20F



£

ANNUAL REPORT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934



OR



T

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006



OR



£

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



OR



£

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



Date of event requiring this shell company report:

Not Applicable



For the transition period from

to



Commission File Number 0-22617



MINCO GOLD CORPORATION

(formerly Minco Mining & Metals Corporation)

(Exact name of registrant as specified in its charter)



A CORPORATION FORMED UNDER THE LAWS OF BRITISH COLUMBIA, CANADA

(Jurisdiction of incorporation or organization)



Suite #2772, 1055 West Georgia Street, PO Box 11176, Vancouver, British Columbia, Canada,V6E 3P3

(Address of principal executive offices)



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



Common SharesAmerican Stock ExchangeTitle of each className of each exchange on which registered




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



Common Shares, no par value

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:   None



Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.



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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:  December 31, 2006:    42,865,219



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



Yes £

No  T



If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.



Yes T

No £



Note  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes T

No £



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



Large accelerated filer:   £

Accelerated file:   £

Non-accelerated filer:  T



Indicate by check mark which financial statement item the registrant has elected to follow:



Item 17 T

Item 18  £



If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes £

No  T



(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)



Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.



Yes £

No £

Not Applicable





Page 2 of 104



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TABLE OF CONTENTS





PAGE



INTRODUCTION AND USE OF CERTAIN TERMS

5



FORWARD-LOOKING STATEMENTS

5



GLOSSARY OF MINING TERMS

5



PART I



ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

9



ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

10



ITEM 3.

KEY INFORMATION

10



ITEM 4.

INFORMATION ON THE COMPANY

17



ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

45



ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

57



ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

70



ITEM 8.

FINANCIAL INFORMATION

71



ITEM 9.

THE OFFER AND LISTING

71



ITEM 10.

ADDITIONAL INFORMATION

72



ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

MARKET RISK

84



ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

85



PART II



ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

85



ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY



HOLDERS AND USE OF PROCEEDS

85



ITEM 15.

CONTROLS AND PROCEDURES

85



ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

85



ITEM 16B.

CODE OF ETHICS

85



ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

87



ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS134

FOR AUDIT COMMITTEES

87





Page 3 of 104



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ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER

AND AFFILIATE PURCHASERS

87



ITEM 16F.

OTHER

87



PART III



ITEM 17.

FINANCIAL STATEMENTS

97



ITEM 18.

FINANCIAL STATEMENTS

97



ITEM 19.

EXHIBITS

97



SIGNATURES

98



Page 4 of 104



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INTRODUCTION AND USE OF CERTAIN TERMS



Minco Gold Corporation (formerly Minco Mining & Metals Corporation) is incorporated under the laws of the province of British Columbia, Canada.  In this document, the term Company refers to Minco Gold Corporation and its consolidated subsidiaries. Where required, the term Minco Gold refers to Minco Gold Corporation as a standalone entity. The Companys consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles ("GAAP") and are presented in Canadian dollars.  Unless otherwise indicated, references to dollar amounts in this Annual Report relate to Canadian dollars.  Minco Gold Corporation files reports and other information with the Securities and Exchange Commission ("SEC") located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.   Copies of the Companys filings with the SEC may be obtained by accessing the SECs website located at www.sec.gov.   Further, the Company also files reports under Canadian regulatory requirements on SEDAR.  Copies of the Companys reports filed on SEDAR can be obtained by accessing SEDARs website at www.sedar.com. The principal executive office of the Company is located at Suite #2772, 1055 West Georgia Street, PO Box 11176, Vancouver, British Columbia, Canada,V6E 3P3, Tel: 604-688-8002, Fax: 604-688-8030, email address info@mincomining.ca  and website www.mincomining.ca.



FORWARD-LOOKING STATEMENTS



The following discussion contains forward-looking statements regarding events and financial trends which may affect the Companys future operating results and financial position.  Such statements are subject to risks and uncertainties that could cause the Companys actual results and financial position to differ materially from those anticipated in forward looking statements.  These factors include, but are not limited to, the fact that the Company is in the exploration stage, will need additional financing to develop its properties and will be subject to certain risks since its prospects are located in China, all of which factors are set forth in more detail in the section entitled Risk Factors in Item 3.D. and Operating and Financial Review and Prospects at Item 5.



GLOSSARY OF TERMS



|                         |                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|757 Team               | means the No. 757 Geo-Exploration Team of the Guangdong Geological Exploration Bureau, an entity owned and controlled by the Guangdong Geological Bureau of the PRC government.                                                                                                                                                                                                                
|757 Transfer Agreement | means the agreement dated November 19, 2004 between 757 Team and Minco China pursuant to which 757 Team agreed to transfer and sell to Minco China the Original Fuwan Silver Permit.                                                                                                                                                                                                           
|Additional Permits     | means, collectively the Luoke-Jilinggang Permit, the Guyegang-Sanyatang Permit, the Guanhuatang Permitand the Dadinggang Property.                                                                                                                                                                                                                                                             
|alteration             | chemical and mineralogical changes in a rock mass resulting from reaction with hydrothermal fluids or changes in pressure and temperature.                                                                                                                                                                                                                                                     
|Amending Contract      | means the contract dated January 10, 2006 between Minco Silver Corporation and GGEDC.                                                                                                                                                                                                                                                                                                          
|anomalous              | adjective describing a sample, location or area at which either (i) the concentration of an element(s) or (ii) a geophysical measurement is significantly different from (generally higher than) the average background concentrations in an area.  Though it may not constitute mineralization, an anomalous sample or area may be used as a guide to the possible location of mineralization.
|anomaly                | an area defined by one or more anomalous points.                                                                                                                                                                                                                                                                                                                                               
|antimony               | A trivalent and pentavalent metalloid element that is commonly metallic silvery white, crystalline, and brittle yet rather soft.                                                                                                                                                                                                                                                               
|assay                  | an analysis of the contents of metals in mineralized rocks.                                                                                                                                                                                                                                                                                                                                    



Page 5 of 104



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|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Assignment Agreement         | means the assignment agreement dated August 20, 2004 between the Minco Gold, Minco Silver Corporation, Minco China and Minco BVI.                                                                                                                                                                                                                                                                                                                                                           
|Au                           | Gold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Baojiang                     | means Foshan Baojiang Nonferrous Metals Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|breccia                      | a coarse grained rock composed of large, >2mm angular rock fragments that have been cemented together in a fine grained matrix.                                                                                                                                                                                                                                                                                                                                                             
|Changkeng JV Agreement       | means the formal joint venture agreement dated September 28, 2004 between the Company, GGEDC, Zhenjie, Baojiang and GD Gold.                                                                                                                                                                                                                                                                                                                                                                
|Changkeng Permit             | means the reconnaissance survey exploration permit (#0100000630294) which expires on September 10, 2008 in respect of the 1.19 km2Changkeng gold property in Gaoyao City of Guangdong Province in southern China.                                                                                                                                                                                                                                                                           
|Changkeng Property           | means the 1.19 km2Changkeng gold property in Gaoyao City of Guangdong Province in southern China which adjoins the property underlying the Fuwan Silver Permit.                                                                                                                                                                                                                                                                                                                             
|CIM                          | Canadian Institute of Mining, Metallurgy and Petroleum.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Company                      | means Minco Gold Corporation (formerly Minco Mining &
Metals Corporation).                                                                                                                                                                                                                                                                                                                                                                                                                
|concentrates                 | to separate ore or metal from its containing rock or earth.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Dadinggang Property          | means the reconnaissance survey exploration permit (#0100000620526) which expires on April 7, 2008 in respect of the 0.395 km2Dadinggang silver and multi-metals property in Gaoyao City of Zhaoqing City in Guangdong Province.                                                                                                                                                                                                                                                            
|deposit                      | a mineralized body which has been physically delineated by drilling, trenching and/or underground work and may contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures; such a deposit does not qualify as a commercially mineable orebody until final technical, legal and economic factors have been resolved.                                                                                                               
|diamond drill holes          | a drilling method whereby rock is drilled with a diamond impregnated, hollow drilling bit which produces a continuous, in-situ record of the rock mass intersected in the form of solid cylinders of rock which are referred to as core.                                                                                                                                                                                                                                                    
|fault or block fault       | a fracture in a rock across which there has been displacement.  Block faults are usually steep, and break the earths crust into blocks that are displaced vertically and/or laterally relative to each other.                                                                                                                                                                                                                                                                            
|First Confirmation Agreement | means the confirmation agreement dated May 2, 2005 between the Company, Minco China and Minco Silver Corporation.                                                                                                                                                                                                                                                                                                                                                                           
|Fuwan JV Agreement           | means the formal joint venture agreement dated September 28, 2004 between Minco Silver Corporation and GGEDC.                                                                                                                                                                                                                                                                                                                                                                               
|Fuwan Permits                | means, collectively, the Fuwan Silver Permit and the Additional Permits.                                                                                                                                                                                                                                                                                                                                                                                                                    
|Fuwan Property               | means the Fuwan silver property which is located in Guangdong Province in southern China beside the Xijiang River consisting of the following three components: (i) the properties which are the subject of the Fuwan Silver Permit; (ii) the properties which are the subject of the Luoke-Jilinggang Permit and the Guyegang-Sanyatang Permit; (iii) the Dadinggang

exploration permit

; and (iv) Minco Golds interests in the silver mineralization located on the Changkeng Property.



Page 6 of 104



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|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Fuwan Silver Permit       | means the reconnaissance survey exploration permit (# 0100000520120) in respect of the 0.79 km2Fuwan silver property in Gaomong Region, Foshan City of Guangdong Province issued to Minco China and having validity from July 20, 2005 to July 20, 2007.                                                                                                                                                                                                                               
|g/t                       | unit of grade expressed in grams/tonne.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|gangue                    | the non economic portion of ore.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|GD Gold                   | means Guangdong Gold Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|geophysical               | the use of geophysical instruments and methods to determine subsurface conditions by analysis of such properties as specific gravity, electrical conductivity, and magnetic susceptibility.                                                                                                                                                                                                                                                                                            
|GGEDC                     | means Guangdong Geological Exploration and Development Corp., an entity owned and controlled by the Guangdong Geological Bureau of the PRC government.                                                                                                                                                                                                                                                                                                                                 
|gouge                     | a thin layer of soft earthy putty-like rock material along the containing wall of a mineral vein.                                                                                                                                                                                                                                                                                                                                                                                      
|grade                     | the amount of valuable mineral in each tone of ore, expressed as ounces per ton or grams per tonne for precious metal and as a percentage by weight for other metals.                                                                                                                                                                                                                                                                                                                  
|Guanhuatang Permit        | means the reconnaissance survey exploration permit (# 0100000510045) in respect of the 37.38 km2Guanhuatang silver and multi-metals property in Foshan City of Guangdong Province issued to Minco China and having validity from April 7, 2005 to April 7, 2008.                                                                                                                                                                                                                       
|Guyegang-Sanyatang Permit | means the reconnaissance survey exploration permit (# 0100000510047) in respect of the 91.91 km2Guyegang-Sanyatang silver and multi-metals property in Gaomong Region, Foshan City of Guangdong Province issued to Minco China and having validity from April 7, 2005 to April 7, 2008.                                                                                                                                                                                                
|hydrothermal              | of or pertaining to heated water, to the action of heated water, or to the products of the action of heated water.                                                                                                                                                                                                                                                                                                                                                                     
|limestone                 | A sedimentary rock consisting of chiefly >50% calcium carbonate.                                                                                                                                                                                                                                                                                                                                                                                                                       
|Luoke-Jilinggang Permit   | means the reconnaissance survey exploration permit (# 0100000510046) in respect of the 75.55 km2Luoke-Jilinggang silver and multi-metals property in Gaoyao City, Zhaoqing City of Guangdong Province issued to Minco China and having validity from April 7, 2005 to April 7, 2008.                                                                                                                                                                                                   
|Minco BVI                 | means Minco Silver Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Minco China               | means Minco Mining (China) Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Minco Gold                | means Minco Gold Corporation (formerly Minco Mining & Metals Corporation).                                                                                                                                                                                                                                                                                                                                                                                                           
|Minco Silver              | means Minco Silver Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|mineral reserve           | the economically mineable part of a measured mineral resource 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 minerals and allowances for losses that may occur when the material is mined.



Page 7 of 104



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|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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                     | the process or processes by which a mineral or minerals are introduced into a rock, resulting in an economically valuable or potentially valuable deposit.                                                                                                                                                                                                                                                                  
|Original Fuwan Silver Permit       | means the reconnaissance survey exploration permit (# 440000040093) in respect of the 0.79 km2Fuwan silver property in Gaomong Region, Foshan City of Guangdong Province, legally conferred to 757 Team by Guangdong Department of Land and Resources on September 12, 2003.                                                                                                                                                
|outcrop                            | an exposure on the surface of the underlying rock.                                                                                                                                                                                                                                                                                                                                                                          
|oz                                 | Troy ounce consisting of 31.1035 grams.                                                                                                                                                                                                                                                                                                                                                                                     
|Pb                                 | Lead.                                                                                                                                                                                                                                                                                                                                                                                                                       
|Preliminary Changkeng JV Agreement | means the preliminary joint venture agreement dated April 16, 2004 between Minco Gold, GGEDC, Zhenjie and Baojiang.                                                                                                                                                                                                                                                                                                         
|Preliminary Fuwan JV Agreement     | means the preliminary Fuwan joint venture agreement dated April 16, 2004 and amended August 18, 2004 between Minco BVI and GGEDC.                                                                                                                                                                                                                                                                                           
|pyrite                             | A sulphide mineral of iron and sulphur.                                                                                                                                                                                                                                                                                                                                                                                     
|Pyroclastic                        | refers to a sedimentary rock composed or airborne volcanic material from a volcanic eruption.                                                                                                                                                                                                                                                                                                                               
|Qualified Person                   | an individual who is an engineer or geoscientist with at least five years experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of an approved self-regulating organization.                                                         
|quartz                             | A common rock-forming mineral comprised of silicon and oxygen (SiO2).                                                                                                                                                                                                                                                                                                                                                       
|RMB                                | means the Chinese currency Renminbi.                                                                                                                                                                                                                                                                                                                                                                                        
|sample                             | a sample of selected rock chips from within an area of interest.                                                                                                                                                                                                                                                                                                                                                            
|sandstone                          | A medium grained clastic sedimentary rock.                                                                                                                                                                                                                                                                                                                                                                                  
|Sb                                 | Antimony.                                                                                                                                                                                                                                                                                                                                                                                                                   
|Second Confirmation Agreement      | means the confirmation agreement dated August 24, 2006 between Minco Gold, Minco China and Minco Silver.                                                                                                                                                                                                                                                                                                                    
|sedimentary rock                   | A rock that has been formed by the consolidation of loose sediment that has accumulated in layers.                                                                                                                                                                                                                                                                                                                          
|sedimentary                        | formed by the deposition of solid fragmented material that originates from weathering of rocks and is transported from a source to a site of disposition.                                                                                                                                                                                                                                                                   
|strike                             | the direction or trend that a structural surface takes as it intersects the horizontal.                                                                                                                                                                                                                                                                                                                                     
|sulphide                           | a class of minerals commonly combining various elements in varying ratios with a sulphur.                                                                                                                                                                                                                                                                                                                                   



Page 8 of 104



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|                                  |                                                                                                                               
|--------------------------------- | ------------------------------------------------------------------------------------------------------------------------------
|tonne                           | metric unit of weight consisting of 1,000 kilograms.                                                                          
|Transfer Confirmation Agreement | means the confirmation agreement dated November 19, 2004 between 757 Team, GGEDC and Minco China.                             
|Triassic                        | the period of geological time from 225 to 195 million years before present.                                                   
|vein                            | A tabular mineral deposit formed in or adjacent to faults or fractures by the deposition of minerals from hydrothermal fluids.
|veinlet                         | A small vein; the distinction between vein and veinlet tends to be subjective.                                                
|volcanic                        | pertaining to the activity, structures or rock types of a volcano.                                                            
|Zhenjie                         | means Zhuhai Zhenjie Development Ltd.                                                                                         



All disclosure about our exploration properties in this Annual Report conforms to the standards of United States Securities and Exchange Commission Industry Guide 7, Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations, other than disclosure of Mineral Resources, Measured Mineral Resources, Indicated Mineral Resources and Inferred Mineral Resources, which are Canadian geological and mining terms as defined in accordance with Canadian National Instrument 43-101 under the guidelines set out in the CIM Standards.



In this Annual Report references to Canadian National Instrument 43-101 are references to National Instrument 43-101, Standards of Disclosure for Mineral Projects, of the Canadian Securities Administrators and references to CIM Standards are references to Canadian Institute of Mining, Metallurgy and Petroleum (the CIM) Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council on August 20, 2000 as may be amended from time to time by the CIM.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cautionary Note to U.S. Investors concerning estimates of Measured Mineral Resources and Indicated Mineral Resources.                                                                                                                                                                                                                                                                                                                  
| | This Annual Report uses the terms Measured Mineral Resource and Indicated Mineral Resource. We advise U.S. investors that while such terms are recognized and permitted under 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 the Mineral Resources in these categories will ever be converted into Mineral Reserves.



PART 1



ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS



A.

DIRECTORS AND SENIOR MANAGEMENT



The following table sets forth as of June 15, 2007, the names, business addresses and functions of the Companys directors and senior management.



|                    |                                                                                    |                                                
|------------------- | ---------------------------------------------------------------------------------- | -----------------------------------------------
|Name                | Business Address                                                                   | Position                                       
|Ken Cai             | Suite #2772, 1055 West Georgia Street, Vancouver, British Columbia, Canada,V6E 3P3 | President, Chief Executive Officer and Director
|William Meyer       | Suite #2772, 1055 West Georgia Street, Vancouver, British Columbia, Canada,V6E 3P3 | Chairman and Director                          
|Robert M. Callander | 43 Delhi Avenue
North York, Ontario, Canada  M5M 3B8                               | Director                                       
|Heinz Frey          | Wedelswilstrasse 16
Solothurn, Switzerland  CH-4500                                | Director                                       
|James M. Carter     | 1620 - 400 Burrard Street,
Vancouver, B.C., Canada V6C 3A6                         | Director                                       
|Dwayne Melrose      | Suite 1200, Kunxun Tower, 9 Zhichun Road, Haidian District, Beijing, China, 100083 | VP Exploration                                 



Page 9 of 104



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|                 |                                                                                    |                        
|---------------- | ---------------------------------------------------------------------------------- | -----------------------
|Name             | Business Address                                                                   | Position               
|Matthew Kavanagh | Suite #2772, 1055 West Georgia Street, Vancouver, British Columbia, Canada,V6E 3P3 | Chief Financial Officer
|Fiona (Jin) Zhou | Suite #2772, 1055 West Georgia Street, Vancouver, British Columbia, Canada,V6E 3P3 | Controller             



B.

ADVISERS



The Company's registrar and transfer agent for its common shares is Computershare Trust Company of Canada, located at 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, Canada, telephone: 604-661-0224, fax: 604-661-9401, internet: www.computershare.com.  The principal executive office of the Company is located at Suite #2772, 1055 West Georgia Street, PO Box 11176, Vancouver, British Columbia, Canada,V6E 3P3, Tel: 604-688-8002, Fax: 604-688-8030, email address info@mincomining.ca  and website www.mincomining.ca.  The Company's legal advisors are Salley Bowes Harwardt, located at 1185 West Georgia Street, Suite 1750, Vancouver, British Columbia, Canada, V6E 4E6 and US legal advisors are Bullivant, Houser, Bailey PC (formerly Bartel Eng & Schroder), located at 1331 Garden Hwy., Suite 300, Sacramento, CA, 95833.



C.

AUDITORS



The Company's auditors areErnst & Young, LLP, Chartered Accountants (predecessor Ellis Foster), located at Pacific Centre, 700 West Georgia Street, Vancouver, British Columbia, Canada, V7Y 1C7.  Ernst & Young, LLP, and its predecessor Ellis Foster, has been the Companys auditor since its inception.  Since the Company's 2004 audit, the Company's auditors, Ellis Foster, entered into a transaction with Ernst & Young LLP under which certain assets of Ellis Foster were sold to Ernst & Young LLP and the professional staff and partners of Ellis Foster joined Ernst & Young LLP either as employees or partners of Ernst & Young LLP and are carrying on their practice as members of Ernst & Young LLP and as a result Ernst & Young LLP appears as the Companys auditor of record on a go forward basis.



ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE



Not applicable.



ITEM 3.

KEY INFORMATION



A.

SELECTED FINANCIAL DATA



The following selected financial information for the fiscal years ended December 31, 2006, 2005, 2004, 2003 and 2002 are derived from the financial statements of the Company and should be read in conjunction with the financial statements and the notes attached to this Annual Report.  The Companys financial statements are prepared in accordance with Canadian generally accepted accounting principles (GAAP).  Over the period reviewed, there have been significant differences between Canadian GAAP and United States GAAP including the recording of exploration costs, recognition of compensation expense upon release of the escrow shares, issuance of stock options and the recording of marketable securities.  The following tables summarize selected financial data. The Company has not had any discontinued operations, nor has it declared any dividends.



Canadian GAAP



|                           |                   |                   |                   |                   |                  
|-------------------------- | ----------------- | ----------------- | ----------------- | ----------------- | -----------------
|                           | December
31, 2006 | December
31, 2005 | December
31, 2004 | December
31, 2003 | December
31, 2002
|Operations                 |                   |                   |                   |                   |                  
|Interest and sundry income | 673,631           | 475,575           | $    318,424      | $     85,278      | $      25,724    
|Exploration expense        | 2,563,132         | 2,731,168         | 777,618           | 308,858           | 494,813          
|Operating loss             | (8,355,388)       | (5,589,188)       | (3,245,512)       | (1,854,473)       | (1,288,209)      
|Loss for year              | (1,589,324)       | (1,013,541)       | (861,662)         | (1,769,195)       | (1,288,209)      



Page 10 of 104



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|                                                 |                     |                     |                     |                   |                  
|------------------------------------------------ | ------------------- | ------------------- | ------------------- | ----------------- | -----------------
|                                                 | December
31, 2006   | December
31, 2005   | December
31, 2004   | December
31, 2003 | December
31, 2002
|Loss per Common share
from continuing operations |                     |                     |                     |                   |                  
|(basic and diluted)                              | $            (0.04) | $            (0.03) | $            (0.03) | $      (0.10)     | $       (0.07)   
|Common shares used in calculations               | 41,193,591          | 34,501,784          | 28,117,471          | 17,883,807        | 17,682,041       
|Consolidated Balance Sheet Data                  |                     |                     |                     |                   |                  
|Total assets                                     | 19,584,528          | 18,643,798          | 13,025,691          | 6,982,050         | 286,701          
|Mineral interests                                | 358,500             | 100                 | 100                 | 100               | 100              
|Total liabilities                                | 501,128             | 1,365,105           | 316,154             | 357,670           | 431,444          
|Net assets                                       | 19,083,400          | 17,278,693          | 12,709,537          | 6,624,380         | (144,743)        
|Share capital                                    | 33,809,903          | $28,187,245         | $24,690,137         | $19,201,871       | $10,836,933      
|Shares outstanding - basic                       | 42,865,219          | 38,633,992          | 35,043,897          | 27,614,029        | 18,580,123       



United States GAAP

|                                   |                   |                   |                   |                   |                  
|---------------------------------- | ----------------- | ----------------- | ----------------- | ----------------- | -----------------
|                                   | December
31, 2006 | December
31, 2005 | December
31, 2004 | December
31, 2003 | December
31, 2002
|Operations                         |                   |                   |                   |                   |                  
|Interest and sundry income         | $    673,631      | $    475,575      | $   318,424       | $     85,278      | $      27,160    
|Exploration expense                | 2,563,132         | 2,731,168         | 777,618           | 308,858           | 494,813          
|Loss for year                      | (6,802,324)       | (5,427,996)       | (3,439,329)       | (2,501,073)       | (1,288,209)      
|                                   |                   |                   |                   |                   |                  
|Income (loss) per common share     |                   |                   |                   |                   |                  
|From continuing operations         |                   |                   |                   |                   |                  
|(basic and diluted)                | $      (0.17)     | $      (0.16)     | $       (0.12)    | $       (0.14)    | $       (0.09)   
|Common shares used in calculations | 41,193,591        | 34,501,784        | 28,117,471        | 17,883,807        | 14,690,719       
|                                   |                   |                   |                   |                   |                  
|Consolidated Balance Sheet Data    |                   |                   |                   |                   |                  
|Total assets                       | 19,838,955        | 18,643,798        | 13,056,229        | 6,981,086         | 286,601          
|Mineral interests                  | -                 | -                 | -                 | -                 | -                
|Total liabilities                  | 501,128           | 1,365,105         | 315,154           | 357,670           | 431,444          
|Net assets                         | 19,337,827        | 17,278,693        | 12,741,075        | 6,623,416         | (144,843)        
|Share capital                      | $36,625,559       | $31,002,901       | $26,044,338       | $20,088,405       | $15,166,914      
|Common shares outstanding          | 42,865,219        | 38,633,992        | 35,043,897        | 27,614,029        | 18,580,123       



Exchange Rates



The following table sets forth information as to the average period end, high and low exchange rate for Canadian dollars and US dollars for the periods indicated based on the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York (US$1.00 = $1.0678 as at June 15, 2007).



|                       |         |            |      |     
|---------------------- | ------- | ---------- | ---- | ----
|Year Ended December 31 | Average | Period End | High | Low 
|2006                   | 1.13    | 1.16       | 1.17 | 1.10
|2005                   | 1.22    | 1.14       | 1.27 | 1.14
|2004                   | 1.26    | 1.20       | 1.40 | 1.18
|2003                   | 1.35    | 1.29       | 1.58 | 1.29
|2002                   | 1.51    | 1.58       | 1.58 | 1.51



The following table sets out the high and low exchange rate for each month during the previous six months:



|              |        |       
|------------- | ------ | ------
|Month         | High   | Low   
|May 2007      | $1.113 | $1.060
|April 2007    | $1.158 | $1.106
|March 2007    | $1.595 | $1.576
|February 2007 | $1.852 | $1.586
|January 2007  | $1.824 | $1.647
|December 2006 | $1.415 | $1.652



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| |  | 
| |  | 

B.

CAPITALIZATION AND INDEBTEDNESS



The following table sets forth our capitalization and indebtedness as of December 31, 2006 and December 31, 2005 in accordance with Canadian GAAP.  This section should be read in conjunction with the consolidated financial statements and related notes contained elsewhere in this Annual Report.



|                                      |                                                                     |                         |                        
|------------------------------------- | ------------------------------------------------------------------- | ----------------------- | -----------------------
|                                      |                                                                     | As of
December 31, 2006 | As of
December 31, 2005
|Shareholders equity                  |                                                                     |                        
|                                      | Common shares, unlimited number of common shares without par value: |                         |                        
|                                      | 42,865,219 (2005  38,633,992) issued and outstanding shares        | 33,809,903              | 28,187,245             
|                                      | Contributed surplus                                                 | 1,649,343               | 987,043                
|                                      | Deficit                                                             | (16,375,846)            | (14,786,522)           
|Total capitalization and indebtedness | 19,083,400                                                          | 14,387,766             



C.

REASONS FOR THE OFFER AND USE OF PROCEEDS



Not applicable.



D.

RISK FACTORS



In addition to the other information presented in this Annual Report, you should consider the following carefully in evaluating the Company and its business.  This Annual Report contains forward-looking statements that involve risks and uncertainties.  The Companys actual results may differ materially from the results discussed in the forward-looking statements.  Factors that might cause such a difference include, but are not limited to, those discussed below and elsewhere in this Annual Report.



Limited Operating History



The Company has no history of earnings and there are no known commercial quantities of mineral reserves on the Companys property. Accordingly it is not possible to predict when, if at all, the Company will generate revenues or income from its operations.



Exploration and Development is a Speculative Business



Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, the availability of mining equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.  All of the properties in which the Company has an interest or a right to acquire an interest are in the exploration stages only and are without a known body of commercial ore. Development of the subject mineral properties would follow only if favourable exploration results are obtained. The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines.



There is no assurance that the Companys mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of the Companys operations will in part be directly related to the costs and success of its exploration programs, which may be affected by a number of factors.  Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.





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No Assurance of Production



Mineral exploration is highly speculative in nature, involves many risks, and frequently does not lead to the discovery of commercial reserves of minerals. While the rewards can be substantial if commercial reserves of minerals are found, there can be no assurance that the Company's past or future exploration efforts will be successful, that any production therefrom will be obtained, or that any such production which is attempted will be profitable.



Industry Specific Risks



The exploration, development, and production of minerals are capital-intensive businesses, subject to the normal risks and capital expenditure requirements associated with mining operations, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.



Factors Beyond Company's Control



Discovery, location and development of mineral deposits depends upon a number of factors, not the least of which is the technical skill of the exploration personnel involved. The exploration and development of mineral properties and the marketability of any minerals contained in such properties will also be affected by numerous factors beyond the control of the Company.  These factors include government regulation, high levels of volatility in market prices, availability of markets, availability of adequate transportation and refining facilities and the imposition of new or amendments to existing taxes and royalties. The effect of these factors cannot be accurately predicted.



Uninsured Risks



The Companys mining activities are subject to the risks normally inherent in mineral exploration, including but not limited to environmental hazards, industrial accident, flooding, periodic or seasonal interruptions due to climate and hazardous weather conditions, and unusual or unexpected formations. Such risks could result in damage to or destruction of mineral properties or production facilities, personal injury, environmental damage, delay in mining and possible legal liability.  The Company may become subject to liability for pollution and other hazards against which it cannot insure or against which it may elect not to insure because of high premium costs or other reasons. The payment for such liabilities would reduce the funds available for exploration and mining activities and may have a material impact on the Company's financial position.



Currency Exchange Rates



The Company maintains its accounts in US dollar, Canadian dollar and Renminbi (RMB) denominations. The government of the PRC maintained the exchange rate between the RMB and the US dollar as a constant until July 2005 and thus exchange rates between the Canadian dollar and the RMB fluctuated in tandem with the changing exchange rates between the US and Canadian dollars. Since July 2005, the value of the RMB has been tied to a basket of currencies of Chinas largest trading partners.Given that most of Minco Golds expenditures are currently and are anticipated to be incurred in Canadian. dollars and RMB, Minco Gold is subject to foreign currency fluctuations which may materially affect its financial position and operating results.

The Company does not currently have a formal hedging program to mitigate foreign currency exchange risks.



Competition



The precious metal minerals exploration industry and mining business are intensely competitive. The Company competes with numerous other companies and individuals in the search for and the acquisition of attractive precious metal mining properties. Many of these competitors have substantially greater technical and financial resources than the Company. Competition could adversely affect the Companys ability to acquire suitable properties or prospects in the future.



Future Financing



The Company has limited financial resources and has no assurance that additional funding will be available to it for further exploration and development of its projects. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties.



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Uncertainty of Estimates



Resource and reserve estimates of minerals are inherently imprecise and depend to some extent on statistical inferences drawn from limited drilling, which may prove unreliable. Although estimated recoveries are based upon test results, actual recovery may vary with different rock types or formations in a way which could adversely affect operations.



Management and Directors



The success of the Company is currently largely dependent on the performance of its officers. The loss of the services of these persons will have a materially adverse effect on the Companys business and prospects. There is no assurance the Company can maintain the services of its officers or other qualified personnel required to operate its business. Failure to do so could have a material adverse affect on the Company and its prospects. The Company has not purchased any key-man insurance with respect to any of its directors or officers to the date hereof. The loss of any key officer of the Company could have an adverse impact on the Company, its business and its financial position.



Potential Conflicts of Interest



None of the Companys officers and directors devotes their full-time efforts to the Company. Certain members of the Companys board and officers of the Company also serve as officers or directors of other companies involved in natural resource exploration and development. Consequently, there exists the possibility that those directors and officers may be in a position of conflict. In particular, Ken Z. Cai and William Meyer are directors of and serve in management in each of the Company and Minco Silver. In addition, Matthew Kavanagh serves as Chief Financial both the Company and Minco Silver Corporation. Any decision made by those directors and officers will be made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies. In addition, such directors and officers will declare, and refrain from voting on, any matter in which such directors or officers may have a conflict of interest. Nevertheless, there remains the possibility that the best interests of the Company will not be served because its directors and officers have other commitments.



Fluctuating Mineral Prices



Factors beyond the control of the Company may affect the marketability of metals discovered, if any. Metal prices have fluctuated widely, particularly in recent years. The effect of these factors cannot be predicted.



The Mining Industry Is Highly Speculative



The Company is engaged in the exploration for minerals which involves a high degree of geological, technical and economic uncertainty because of the inability to predict future mineral prices, as well as the difficulty of determining the extent of a mineral deposit and the feasibility of extracting it without the expenditure of considerable money.



Penny Stock Rules May Make It More Difficult to Trade the Companys Common Shares



The SEC has adopted regulations which generally define a penny stock to be any equity security that has a market price, as defined, less than US$5.00 per share or an exercise price of less than US$5.00 per share, subject to certain exceptions.  The Company's securities may be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors such as institutions with assets in excess of US$5,000,000 or an individual with net worth in excess of US$1,000,000 or annual income exceeding US$200,000 or US$300,000 jointly with his or her spouse.  For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase and receive the purchasers written agreement of the transaction prior to the sale.  Consequently, the rule may affect the ability of broker-dealers to sell the Company's securities and also affect the ability of the Company's investors to sell their shares in the secondary market.



The Company is a Passive Foreign Investment Company for United State Federal Income Tax Purposes



The Company believes that it is a passive foreign investment company (PFIC) for United States Federal income tax purposes because it earns 75% or more of its gross income from passive sources.  As a result, United States holders of the Company's common shares could be subject to increased tax liability, possibly including an interest charge, upon the sale or other



Page 14 of 104



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disposition of the United States holders common shares, or upon receipt of "excess distributions," unless such holder of common shares elected to be taxed currently on his or her pro rata portion of the Company's income, whether or not the income was distributed in the form of dividends or otherwise.  The election requires certain conditions to be met such as filing on or before the due date, as extended, for filing the shareholder's income tax return for the first taxable year to which the election will apply.  Otherwise, the election may only partially apply.  Further, the elections will increase the administrative and regulatory burden of the Company.  See Item 10.E. Taxation - United States Tax Consequences - Passive Foreign Investment Companies.



Risks Related to Doing Business in China



PRC Political and Economic Considerations



The business operations of the Company will be located in, and the revenues of the Company derived from activities in, the PRC. Likewise, the Companys operations in the PRC are currently conducted through and with the assistance of Minco China, a Chinese company. Accordingly, the business, financial condition and results of operations of the Company could be significantly and adversely affected by economic, political and social changes in the PRC. The economy of the PRC has traditionally been a planned economy, subject to five-year and annual plans adopted by the state, which set down national economic development goals. Since 1978, the PRC has been moving the economy from a planned economy to a more open, market-oriented system. The economic development of the PRC is following a model of market economy under socialism. Under this direction, it is expected that the PRC will continue to strengthen its economic and trading relationships with foreign countries and that business development in the PRC will follow market forces and the rules of market economics. However, the Chinese government continues to play a significant role in regulating industry by imposing industrial policies. In addition, there is no guarantee that a major turnover of senior political decision makers will not occur, or that the existing economic policy of the PRC will not be changed. A change in policies by the PRC could adversely affect the Companys interests in China by changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports and sources of supplies, or the expropriation of private enterprises.



In order to conduct exploration and development of mineral deposits in the PRC, resource companies are required to obtain licenses and permits from the relevant authorities in the PRC, including a business license which authorizes companies to carry on business in the PRC. The business license of Minco China is subject to an annual review process pursuant to which it must pass annual inspections of the Administration for Industry and Commerce in the PRC. As a result, if Minco China does not pass its annual review it will not be authorized to carry on business in the PRC which may adversely affect the Companys interests in its properties. The Company believes that it and Minco China are operating in compliance with all applicable rules and regulations.



The purpose set out in Minco Chinas articles of association includes, among other things, the application of advances and appropriate exploration and mining technology and scientific methods to develop mine exploration and development software and technology, improve exploration precision and accuracy, and to reduce exploration risks.  Minco Chinas scope of business according to its articles of association includes, among others, the exploration of mineral deposits, development of exploration technology, and the development of software for mine exploration and development.  However, Minco Chinas approved business scope contained in its business licence does not clearly state that Minco China is approved to conduct exploration and mining business because Minco China has not obtained the approval from the Ministry of Commerce for its exploration and mining business.  Minco China has applied to amend the scope of its business to more clearly include mining exploration and development.  Minco Chinas application has been approved by the Beijing Metropolitan Department of Commerce and is subject to the final approval of the Ministry of Commerce.  While Minco China expects that its business scope application will be approved, no guarantee can be given that the Ministry of Commerce approval will ultimately be obtained.



Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of companies engaged in mineral resource exploration and development, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.



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The Companys various property interests and potential property rights in the PRC involve various Chinese state-sector entities, including the GGEDC and 757 Team, whose actions and priorities may be dictated by government policies, instead of purely commercial considerations.  Additionally, companies (such as Minco China) with a foreign ownership component operating in the PRC may be required to work within a framework which is different to that imposed on domestic Chinese companies. The Chinese government is opening up opportunities for foreign investment in mining projects and this process is expected to continue. However, if the Chinese government should reverse this trend and impose greater restrictions on foreign companies, the Companys business and future earnings could be negatively affected.



PRC Legal System and Enforcement



Most of the material agreements to which the Company or its affiliates are party or will be party in the future with respect to mining assets in the PRC are expected to be governed by Chinese law and some may be with Chinese governmental entities. The PRC legal system embodies uncertainties that could limit the legal protection available to the Company and its shareholders. The outcome of any litigation may be more uncertain than usual because: (i) the experience of the PRC judiciary is relatively limited, and (ii) the interpretation of PRC laws may be subject to policy changes reflecting domestic political changes.  The laws that do exist are relatively recent and their interpretation and enforcement involve uncertainties, which could limit the available legal protections. Even where adequate law exists in the PRC, it may be impossible to obtain swift and equitable enforcement of such law or to obtain enforcement of judgments by a court of another jurisdiction. The inability to enforce or obtain a remedy under such agreements would have a material adverse impact on the Company.  Many tax rules are not published in the PRC, and those that are published can be ambiguous and contradictory, leaving a considerable amount of discretion to local tax authorities. PRC currently offers tax and other preferential incentives to encourage foreign investment.



However, the tax regime of the PRC is undergoing review and there is no assurance that such tax and other incentives will continue to be available. There is also no guarantee that the pursuit of economic reforms by the State will be consistent or effective and as a result, changes in the rate or method of taxation, reduction in tariff protection and other import restrictions, and changes in state policies affecting the mining industry may have a negative effect on its operating results and financial condition.



Environmental Considerations



Although the PRC has enacted environmental protection legislation to regulate the mining industry, due to the very short history of this legislation, national and local environmental protection standards are still in the process of being formulated and implemented. The legislation provides for penalties and other liabilities for the violation of such standards and establishes, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are being or have been conducted.  The Company believes that there are not outstanding notices, orders or directives from central or local environmental protection agencies or local government authorities alleging any breach of national or local environmental quality standards by Minco China, GGEDC, the 757 Team or any other party in respect of the Fuwan Property. Although the Company intends to fully comply with all environmental regulations, there is a risk that permission to conduct exploration and development activities could be withdrawn temporarily or permanently where there is evidence of serious breaches of such standards.



Reliability of Information



While the information contained herein regarding the PRC has been obtained from a variety of sources, including government and private publications, independent verification of this information is not available and there can be no assurance that the sources from which it is taken or on which it is based are wholly reliable.



Ownership and Regulation of Mineral Resources is subject to extensive government regulation



Ownership of land in China remains with the States and the State, at the national, regional and local levels, is extensively involved in the regulation of exploration and mining activities. Transfers of exploration and mining rights are also subject to governmental approval.  Failure or delays in obtaining necessary approvals could have a materially adverse affect on the financial condition and results of operations of the Company. Nearly all mining projects in the PRC require government approval. There can be no certainty that any such approvals will be granted (directly or indirectly) to Minco China in a timely manner, or at all.  There is no assurance that the Companys mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of the Companys operations will in part be directly related to the costs and success of its exploration programs, which may be affected by a number of factors.



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ITEM 4.

INFORMATION ON THE COMPANY



Cautionary Note to U.S. Investors



We describe our properties utilizing mining terminology such as "measured resources" and "indicated resources" that are required by Canadian regulations but are not recognized by the SEC. U.S. investors are cautioned not to assume that any part of the mineral deposits in these categories will ever be converted into reserves.



A.

HISTORY AND DEVELOPMENT OF THE COMPANY



The Company is a British Columbia corporation whose common shares trade on the Toronto Stock Exchange (TSX) under the trading symbol MMM.  The Companys common shares were also listed in the United Stated on the Over the Counter (OTC) market under the symbol MMAXF.  On November 11, 2005 the Company received listing approval from The American Stock Exchange (AMEX).  The Company began trading on the AMEX on November 22, 2005 with its trading symbol on the AMEX as MMK.  On February 1, 2006 the Company began trading its shares on the TSX and AMEX under its new name Minco Gold Corporation.  The symbol on the TSX remains unchanged and the new symbol on the AMEX is now MGH.  On May 9, 2007 the Company began trading on the Frankfurt Stock Exchange under the ticket symbol MI5 and the German securities code is (WKN) A0MKB6.





The Company was incorporated under the laws of the Province of British Columbia on November 5, 1982, under the name Caprock Energy Ltd.  On September 14, 1989 Caprock Energy Ltd. changed its name to Consolidated Caprock Resources Ltd. On February 8, 1993 Consolidated Caprock Resources Ltd. changed its name to Minco Mining & Metals Corporation.  On January 29, 2007 the Company changed its name to Minco Gold Corporation.  The principal executive office of the Company is located at Suite #2772, 1055 West Georgia Street, PO Box 11176, Vancouver, British Columbia, Canada,V6E 3P3, telephone 604-688-8002.  Through joint ventures with Chinese governmental entities, and others, the Company is engaged in the acquisition, exploration and development of precious and base metal mineral projects in the Peoples Republic of China.  The Company has subsidiaries which are also engaged in the acquisition and exploration of mineral projects in China. See Item 4, C - "Organizational Structure."  The Company has no affiliation with 3M Corporation, which company's trading symbol in the United States is MMM.



At present, all of the Company's properties are in the exploration stage and further exploration will be required before final evaluations as to the economic and legal feasibility can be determined.  None of the Companys properties has a known body of commercial ore, nor are any such properties at the commercial development or production stage.  No assurance can be given that commercially viable mineral deposits exist on any of the Companys properties.  Further, the Companys interest in joint ventures, which own properties, will be subject to dilution if the Company fails to expend further funds on the projects.  The Company has not generated cash flows from operations.  These facts increase the uncertainty and risks faced by investors in the Company.   For more information see Item 3. D. - "Risk Factors."



On January 31, 2007 the Company announced that it would be proceeding with a reorganization and spin-off of its White Silver Mountain Property to Minco Base Metals Corporation (Minco Base Metals) with the intention to build a strong base metals company in China.  The initial ownership of Minco Base Metals will mirror the shareholder base of the Company, on a pro-rata basis, at the time of the reorganization with the ratio and record date to be determined by the Board of Directors of the Company.  It is anticipated that Minco Base Metals will seek a stock exchange listing and complete equity offerings to further develop the White Silver Mountain property and acquire additional base metals properties.  The spin-off will be subject to Shareholder approval at the Companys next Annual General Meeting & Special Meeting along with meeting certain regulatory requirements.



The Company believes that separating its assets into two companies, with Shareholders holding proportionate interests in each company will provide a significant opportunity to increase overall shareholder value.  The proposed reorganization would provide greater market awareness and opportunities for the Companys White Silver Mountain Property.  In addition, the separation of the Companys Base Metals property interests from the Company's Gold property interests will provide both the Company and Minco Base Metals increased flexibility to utilize and exploit their respective assets. Concurrently, the Company has designated the Anba Property (held by the Joint Venture Company on the White Silver Mountain project) as a non-material project and does not intend to perform any further work on the property. As a general policy, the Company does not intend to spend significant amount of money on a property until it has received all required approvals.



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B.

BUSINESS OVERVIEW



Background



All disclosure about our exploration properties in this Annual Report conforms to the standards of United States Securities and Exchange Commission Industry Guide 7, Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations, other than disclosure of Mineral Resources, Measured Mineral Resources, Indicated Mineral Resources and Inferred Mineral Resources, which are geological and mining terms as defined in accordance with Canadian National Instrument 43-101 under the guidelines set out in the CIM Standards. U.S. investors in particular are advised to read carefully the definitions of these terms as well as the explanatory and cautionary notes in the Glossary, and the cautionary notes below, regarding use of these terms.



We are engaged in the exploration and acquisition of gold, silver and base metal properties in China.  We are an exploration stage company and none of our properties are currently beyond the advanced exploration stage. There is no assurance that a commercially viable mineral deposit exists on any of our properties and further exploration work may be required before a final evaluation as to the economic and legal feasibility is determined.  For further information, see Item 3.D  Risk Factors.  Since the signing of the Companys first co-operation agreement on the Chapuzi Project in China in 1995, the Company has been active in mineral exploration and property evaluations in China.  The Company intends, through its subsidiaries, to build a portfolio of base metals and precious metals properties in China.



The Company has conducted exploration work on properties located in Sichuan, Xinjiang, Hebei, Inner Mongolia, Guangdong and Gansu provinces of China.  Currently, the Company has interests in a number of Sino-foreign co-operative joint ventures with Chinese mining organizations to hold mineral rights in China.  In 2004, Minco Gold incorporated three subsidiaries, Minco Mining (China) Corporation (Minco China), Minco Silver Corporation (Minco Silver) and Minco Base Metals Corporation (Minco Base Metals). Minco China and Minco Base Metals are wholly owned.  The Company plans to develop its silver projects in Minco Silver and its base metal projects in Minco Base Metals while retaining its gold projects (BYC, Gobi, Yangshan, Western Extension of Yangshan, Changkeng) in Minco China under the main umbrella company, Minco Gold.  The equity markets for junior mineral exploration companies are unpredictable.  The Company may also enter into cost sharing arrangements through joint venture agreements.  While management believes that the quality of the concessions now held by the Company will attract joint venture partners in the short-term and medium-term, there is no guarantee that the terms would be as favorable as management would like.  For detailed property descriptions please refer to section D  Description of Property.



Financial (Canadian GAAP)



Year Ended December 31, 2006



In 2006, the Company generated cash of $4,940,000 from financing activities, compared to $9,343,000 in 2005. The 2006 financing included issuance of common shares in Minco Gold, which generated $4,853,000, including the exercise of options generating $1,130,000 and the exercise of warrants yielding $3,723,000.  During the period from January 1, to November 16, 2006, Minco Silver generated a total of $87,000 from the issuance of common shares through the exercise of warrants.



In 2006, the Company used cash of $5,387,000 to support operating activities compared to $3,530,000 in 2005.  The net loss in 2006 was $1,589,000. In order to reconcile the loss to cash flows, it is necessary to eliminate non-cash expenses, such as amortization of $52,000, stock-based compensation of $2,820,000 and equity loss on investment in Minco Silver of $521,000. In addition, certain other operating items did not generate cash including a dilution gain of $5,213,000, write up of short-term investments of $19,000 and the minority non-controlling interest in the loss of $1,382,000. Its also necessary to consider cash used or generated by non-cash working capital items. In aggregate, non-cash working capital used cash of $577,000.



Year Ended December 31, 2005



In 2005, the Company generated $9,343,000 from financing activities, compared to $8,564,000 in 2004. The 2005 financing activities included issuances of common shares in Minco Gold, which generated $2,875,000, net of offering costs of $173,000, exercise of options $375,000 and exercise of warrants $169,000. The issuances of securities are discussed in further detail under Share Capital.



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During 2005, Minco Silver generated a total of $6,097,000 from the issuance of shares and special warrants, including the issuance of 4,276,000 special warrants for gross proceeds of $5,345,000, $2,345,000 being raised on a brokered basis (with related offering costs of $250,000) and $3,000,000 being raised on a non-brokered basis. Additionally, its IPO raised gross proceeds of $1,150,000 (with related offering costs of $148,000).



In 2005, the Company used cash of $3,530,000 to support operating activities. The Companys net loss for the year of $1,013,541 accounted for most of the use of cash, although the loss was offset by expenses not requiring cash comprising amortization of $42,000, stock-based compensation of $374,000, the write down of marketable securities of $35,000. In addition, certain other operating items did not generate cash including a dilution gain of $2,953,000 short-term investments received as a recovery of exploration costs $36,000 and the minority non-controlling interest in the loss of $1,181,822.   In 2004, the Company used cash of $2,840,000 to support operating activities.



Agreements



The Fuwan Joint Venture



On August 20, 2004, the Company, Minco Silver, Minco China and Minco BVI entered into an assignment agreement (the Assignment Agreement) whereby Minco Gold, Minco BVI and Minco China assigned to Minco Silver their respective interests in each of the following:



a)

the preliminary Fuwan joint venture agreement dated April 16, 2004 and amended August 18, 2004 between Minco BVI and the Guangdong Geological Exploration and Development Corporation;

b)

the right to earn the 51% interest in the silver mineralization to be acquired by Minco Gold pursuant to the Changkeng JV Agreement; and

c)

certain additional exploration permits identified by and to be acquired by Minco China, namely the Additional Permits.



In consideration for the assignment of the foregoing interests, Minco Silver issued 14,000,000 common shares to the Company.



The Company continues to hold 14,000,000 common shares of Minco Silver which, as of December 31, 2006, represents an ownership interest of 45.3% of Minco Silver.



The Changkeng Joint Venture



On April 16, 2004, Minco Gold, GGEDC, Zhuhai Zhenjie Development Ltd. and Foshan Baojiang Nonferrous Metals Corporation entered into a preliminary joint venture agreement to explore and develop the mineral property underlying the Changkeng Permit. The target mineral on the Changkeng Property is gold but the property is known to also contain silver mineralization.



On August 20, 2004, Minco Silver, Minco Gold, Minco China and Minco BVI entered into the Assignment Agreement whereby Minco Gold, Minco BVI and Minco China assigned to Minco Silver their respective interests in, among other things noted above, Minco Golds right to earn up to a 51% interest in the Changkeng Propertys silver mineralization pursuant to the Preliminary Changkeng JV Agreement.



The Preliminary Changkeng JV Agreement was superseded by a formal joint venture agreement dated September 28, 2004 made among the original four parties to the preliminary joint venture agreement and a fifth company, Guangdong Gold Corporation. The Changkeng JV Agreement provides for the establishment of a Sino-foreign joint venture with limited liability to be named Guangdong Minco-Jinli Mining Co., Ltd. (the Changkeng JV) to explore and develop non-ferrous and precious metals resources. The Changkeng JV Agreement provides that the total investment of the Changkeng JV (the Changkeng Total Investment) will be 100 million RMB and that the registered capital of the Changkeng JV will be 50 million RMB.



The contribution proportions of the parties to the Changkeng JV Agreement are as follows: GGEDC - 19%; Minco Gold - 51%; Zhenjie - 18%; Baojiang - 10%; and GD Gold - 2%. To earn a 51% equity interest in the Changkeng JV, Minco Gold must contribute 51 million RMB of the Changkeng Total Investment in six instalments.  The parties to the Changkeng JV



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Agreement agreed that following the establishment of the Changkeng JV, the parties would take the necessary steps to acquire the Changkeng Permit from 757 Team for total consideration of 33 million RMB.



The original Changkeng Permit expired in September 2004 but was renewed on September 6, 2005. The renewed Changkeng Permit expired on September 10, 2006 and was renewed and now expires on September 10, 2008.



As at the date of this Annual Report, the Changkeng JV had not yet been established and no contract has been entered into by the parties to the Changkeng JV Agreement with 757 Team to acquire the Changkeng Permit. 757 Team applied to renew the Changkeng Permit.  The Permit was renewed and now expires on September 10, 2008.  The parties to the Changkeng JV Agreement have agreed that the Changkeng Permit be transferred by 757 Team to Minco China to be held by Minco China for and on behalf of the proposed Changkeng JV.  Minco Gold has agreed pursuant to the Second Confirmation Agreement to take all commercially reasonable steps to obtain as quickly as possible and to maintain, at least a 51% interest in the mineral exploration rights to the Changkeng Property (including the rights to the silver mineralization), either by means of a joint venture or otherwise, and to provide Minco Silver with the exclusive right to earn a 51% interest in the silver mineralization relating to the Changkeng Property.  Article 90 of the Changkeng JV Agreement provides that the agreement shall become effective upon its approval by the Chinese Department of Foreign Economy and Trade. The parties to the Changkeng JV Agreement have not yet taken steps to obtain such approval due to the uncertainty surrounding the future plans for the proposed Changkeng JV.



The Silver Standard Agreement



Minco Gold, Minco Silver and Silver Standard Resources Inc. (Silver Standard) entered into a strategic alliance agreement dated October 4, 2004 (the Silver Standard Agreement). The Silver Standard Agreement provides that Minco Gold shall acquire silver-dominant projects in China only through Minco Silver and that all silver-dominant projects located in China that are brought to the attention of Minco Gold shall be referred to Minco Silver.  The Silver Standard Agreement further provides that Silver Standard shall not actively explore for or seek out silver-dominant projects located in China but shall be entitled to acquire interests in silver-dominant projects located in China that are brought to its attention on an unsolicited basis.



In the event a silver-dominant property is brought to the attention of either Minco Gold or Minco Silver and Minco Silver determines not to acquire an interest in the property, Minco Gold or Minco Silver, as the case may be, shall provide Silver Standard with the opportunity to acquire an interest in that property prior to offering the opportunity to third parties.  Similarly, in the event that a silver-dominant property is brought to the attention of Silver Standard and it decides not to acquire an interest in that property, Silver Standard shall provide Minco Silver with the opportunity to acquire an interest in that property prior to providing the opportunity to third parties.



The 757 Team Agreement



Pursuant to an agreement made between 757 Team and Minco China dated November 19, 2004, as amended November 19, 2004 (the 757 Transfer Agreement), the 757 Team agreed to sell to Minco China its interests in the property which is the subject of the Fuwan Exploration Permit in consideration for the purchase price of 10.33 million RMB (approximately $1.5 million). Pursuant to a confirmation agreement dated May 5, 2005 among the Company, Minco China and Minco Silver, Minco China has confirmed that it holds its interest in the Fuwan Exploration Permit in trust for the Fuwan Joint Venture.



As at the date of this Annual Report, the acquisition of the 757 Teams interests in this exploration permit has been completed and the Fuwan Exploration Permit, which replaces the original exploration permit held by the 757 Team, has been issued to Minco China and is held in trust for the Fuwan Joint Venture.  The 757 Transfer Agreement provides that the purchase price for the Fuwan Exploration Permit is to be paid in three instalments as follows:



(a)

40% (4,132,000 RMB or $600,000) within 30 days of receipt of approval from MOLAR to the transfer of the Fuwan Exploration Permit and within one week of Minco Chinas decision to proceed with the purchase following the receipt of results of a drilling inspection program on the Fuwan Property (the Commencement Date);

(b)

30% (3,099,000 RMB or $460,000) within 12 months after the Commencement Date; and

(c)

30% (3,099,000 RMB or $460,000) within 24 months after the Commencement Date.



The Commencement Date was established as July 20, 2005. Minco Silver has paid 7,231,000 RMB (or $1,046,000) to the 757 Team, representing its 70% share of the foregoing payments.  To earn a greater interest in the Fuwan Silver Project, Minco Silver paid an additional RMB 1,101,000 (approximately $154,000), through Minco China, to No. 757 Geo-Exploration Team in December 2005, representing the GGEDCs 30% share of the first installment of the Fuwan exploration permit.  Minco



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Silver has the right to own 100% of the interest of the entire Fuwan Silver Project, including a total of four exploration permits covering a total of 205.63 sq.km. and the Dadinggang Project.



Pursuant to the 757 Transfer Agreement, Minco China has also paid 80,000 RMB (approximately $12,000) to the 757 Team as an appraisal fee and 757 Team has provided Minco China all geological information and data in its possession.  The $12,000 evaluation fee was paid to Minco China by the Fuwan Joint Venture as of December 31, 2005.



BACKGROUND TO MINING IN CHINA



Gold has been produced in China for over 4,000 years.  In the past ten years China has grown into the world's fourth largest gold producer.  In 2003, gold production was over 200 tonnes.  It is presumed that early Chinese production was from placer deposits, and placer reserves still account for over 15% of Chinas total gold production.  The primary gold producing provinces in China are Shandong, Henan, Hebei, Shaanxi, Heilongjiang, Liaoning and Inner Mongolia. In 2003, there were 800 gold mines in China with stable production capacity of 150 tonnes per year.



The Chinese mining industry has traditionally been closed to foreign participation.  However, a change in the mineral resources law implemented by Chinas central government permits foreign participation.  The regulation of mining, including gold mining, in China is in a state of evolution from a totally planned, state-controlled condition to free market conditions, as experienced in developed and most developing countries.  The Ministry of Lands and Mineral Resources (MLR) administers geological exploration and also carries out exploration through its own personnel.  The following is a general description of China's foreign investment in China and the history of gold mining therein.



General Background



China is the worlds fourth-largest country, after Russia, Canada and the United States, with an area of over 9,596,960 square kilometers and  the population of China is estimated at approximately 1.3 billion people.  Industry is the most important sector of the economy of the China, accounting for 52.9 percent of its gross domestic product (GDP) in 2004.  The mining industry accounted for an estimated 6 percent of the national industrial output in 2004.  Services accounted for 33.3 percent and agriculture accounted for the remaining 13.8 percent of GDP in 2004.  In 2003, agriculture accounted for 49 percent of employment, while industry employed 22 percent and services 29 percent, with the mining industry employing more than 20 million people.  Since 1978, China has been moving from a planned economy to a more open, market-oriented system, with the result that the economic influence of privately owned enterprises and foreign investors has been steadily increasing.  The result of this economic development has been the quadrupling of GDP since 1978.



Agricultural output doubled in the 1980s, and industry has posted major gains, especially in coastal provinces, where foreign investment has helped spur output of both domestic and export goods.  Growth has not been without setbacks, as issues such as inflation, excessive capital investment, inefficient state owned enterprises and banks, and deterioration in the environment have periodically caused the State to backtrack, re-tightening central controls from time to time.



The Chinese legal system is comprised of written statutes and the interpretation of these statutes by the Peoples Supreme Court.  The General Principles of the Civil Law of the PRChas been in effect since January 1, 1987.  Continuing efforts are being made to improve civil, administrative, criminal and commercial law especially since Chinas accession into the WTO.  This includes the development of laws governing foreign investment in China, including a regime for Sino-foreign cooperative joint ventures and increased foreign participation in mineral resource exploration and mining.



Foreign Investment



Direct foreign investment in China usually takes the form of equity joint ventures (EJVs), co-operative joint ventures (CJVs) and wholly foreign-owned enterprises (WFOEs). These investment vehicles are collectively referred to as foreign investment enterprises (FIEs).



An EJV is a Chinese legal person and consists of at least one foreign party and at least one Chinese party.  The EJV generally takes the form of a limited liability company.  It is required to have a registered capital to which each party to the EJV subscribes.  Each party to the EJV is liable to the EJV up to the amount of the registered capital subscribed by it.  The profits, losses and risks of the EJV are shared by the parties in proportion to their respective contributions to the registered capital.  There are also rules and regulations governing specific aspects of EJVs or FIEs, including capital contribution requirements, debt-equity ratio, foreign exchange control, labor management, land use and taxation.  Unlike an EJV, a CJV may be, but need



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not be, incorporated as a separate legal entity.  The relationship between the parties is contractual in nature.  The rights, liabilities and obligations of the parties are governed by the CJV contract, as is each partys share of the goods produced or profits generated.  A CJV is considered a legal person with limited liability if it is incorporated as a separate legal entity.



The establishment of FIEs requires the approval of various Chinese government authorities. Generally, the approval authority is determined on the basis of the total amount of investment involved and the location of the project in question. The State Council must approve restricted foreign invested projects having an investment of US$100 million or more, encouraged and permitted foreign investment projects having an investment of US$500 million or more.  Subject to the above, the State Development and Reform Commission and the Ministry of Commerce are authorized by the State Council to approve foreign investment projects under restricted catalogue having an investment of US$50 million or more, and foreign investment projects under the encouraged or permitted catalogue having an investment of US$100 million or more. Provincial authorities are authorized to approve projects less than the above thresholds under various catalogues.  However, companies which conduct exploration or mining will be required to obtain the approval of the Ministry of Commerce as required by doc. 70 issued by the State of Council in 2000.



Co-operative Joint Ventures



Cooperative joint ventures (CJVs) are a form of foreign direct investment in China and are governed by the Law of the PRC on Sino-foreign Cooperative Joint Ventures(implemented in 1988 and revised in 2000) and the PRC Sino-foreign Cooperative Joint Venture Law Implementing Rules (implemented in 1995) (collectively the CJV Law).  Foreign investment in mining in China may also take the form of Sino-foreign equity joint ventures or wholly foreign owned enterprises.  The CJV Law permits a CJV to choose to operate as a legal person by forming a limited liability company, subject to approval by relevant governmental authorities.  In that case, the limited liability company owns all of the CJVs assets, and the liabilities of the investor are limited as provided in the cooperative joint venture contract entered into between them.  The CJV Law requires investors in a CJV to make an investment or other contribution, which may take the form of cash, material, technology, land use rights, or other property rights.  Investors must satisfy their contribution obligations within the time frame prescribed by their joint venture contract subject to applicable PRC regulations.  Failure to satisfy contribution obligations by investors may lead to penalty and even to the business license being revoked by the governmental authorities.  Profits of a CJV are distributed as agreed by investors in the CJV contract and distributions need not be proportionate to each investors contributions. The CJV contract also determines how liquidation proceeds are to be distributed when the CJV contract is terminated.



Ownership and Regulation of Mineral Resources



Exploration for and exploitation of mineral resources in China is governed by the Mineral Resources Law of the PRC of 1986, amended effective January 1, 1997, and the Implementation Rules for the Mineral Resources Law of the PRC, effective March 26, 1994.  In order to further implement these laws, on February 12, 1998, the State Council issued three sets of regulations: (i) Regulation for Registering to Explore Mineral Resources Using the Block System, (ii) Regulation for Registering to Mine Mineral Resources, and (iii) Regulation for Transferring Exploration and Mining Rights (together with the mineral resources law and implementation rules being referred to herein as the Mineral Resources Law).  Under the Mineral Resources Law, the Ministry of Land and Resources (MOLAR) is charged with supervision nationwide of mineral resources prospecting and development.



The mineral resources administration authorities of provinces, autonomous regions and municipalities, under the jurisdiction of the State, are charged with supervision of mineral resources prospecting and development in their respective administration areas.  The peoples governments of provinces, autonomous regions and municipalities, under the jurisdiction of the State, are charged with coordinating the supervision by the mineral resources administration authorities on the same level.  The Mineral Resources Law, together with the Constitution of the PRC, provides that mineral resources are owned by the State, and the State Council, the highest executive body of the State, regulates mineral resources on behalf of the State.



The ownership of the State includes the rights to: (i) occupy, (ii) use, (iii) earn, and (iv) dispose of, mineral resources, regardless of the rights of owners or users of the land under which the mineral resources are located.  Therefore, the State is free to authorize third parties to enjoy its rights to legally occupy and use mineral resources and may collect resource taxes and royalties pursuant to its right to earn.  In this way, the State can direct and regulate the development and use of the mineral resources of China.



Mineral Resources Permits



The Provisions in Guiding Foreign Investment and the Industrial Catalogue in Guiding Foreign Investment, which were updated on April 1, 2002 and January 1, 2005 (collectively the Investment Guiding Regulations) govern foreign investment in China and



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categorize industries into four types where foreign investment is: (i) encouraged, (ii) permitted, (iii) restricted, or (iv) prohibited.  In mining industries, encouraged projects include the exploration and mining of coal (and its derived resources), iron, manganese, copper and zinc minerals, etc.  Restricted projects include the exploration and mining of the minerals of tin, antimony and other noble metals including gold and silver, etc.



Prohibited projects include the exploration and mining of radioactive minerals, and rare earth.  Foreign investment is permitted if the exploration and mining of the minerals is included in the other three categories.  Subject to the Investment Guiding Regulations, foreign investment in the exploration and mining of minerals is generally encouraged, in particular in relation to minerals in the western region of China.



Until January, 2000, the production, purchasing, distributing, manufacturing, using, recycling, import and export of silver was strictly regulated by the Regulations of the Peoples Republic of China on the Control of Gold and Silver.  Since then however, Chinas silver market has been fully opened and silver is now treated as a commodity not subject to any special control or restrictive regulation by the State.  However, foreign investment in the exploration and mining of silver remains restricted.  China has adopted, under the Mineral Resources Law, a licensing system for the exploration and exploitation of mineral resources.  MOLAR and its authorized provincial or local departments are responsible for approving applications for exploration permits and mining permits.  The approval of MOLAR is also required to transfer those rights.



Applicants must meet certain conditions for qualification set by the State.  Pursuant to the Mineral Resources Law, the applicant for a mining right must present stated documents, including a plan for development and use of the mineral resources and an evaluation report of the environmental impact thereof.  The Mineral Resources Law allows individuals to excavate sporadic resources, sand, rocks and clay for use as materials for construction and a small quantity of mineral resources for sustenance.  However, individuals are prohibited from mining mineral resources that are more appropriate to be mined in scale by an enterprise, the specified minerals that are subject to protective mining by the State and certain other designated mineral resources, as may be determined by MOLAR.  Once granted, all exploration and mining rights are protected by the State from encroachment or disruption under the Mineral Resources Law.  It is a criminal offence to steal, seize or damage exploration facilities, or disrupt the working order of exploration areas.



Exploration Rights



Exploration permits are registered and issued to licensees.  The period of validity of an Exploration Permit can be no more than three years.  The Exploration Permit area is described by a basic block.  An Exploration Permit for metallic and non-metallic minerals has a maximum of 40 basic blocks.  When a mineral that is capable of economic development is discovered, the licensee may apply for the right to develop such mineral.  The period of validity of an Exploration Permit can be extended by application and each extension can be no more than two years in duration.  During the term of the Exploration Permit, the licensee has the privileged priority to obtain the mining right to the mineral resources in the exploration area covered by the Exploration Permit, provided the licensee meets the conditions of qualification for mining rights holders.  Further, the licensee has the rights, among others, to: (i) explore without interference within the area under permit during the permit term, (ii) construct exploration facilities, and (iii) pass through other exploration areas and adjacent ground to access the permitted area.



After the licensee acquires the Exploration Permit, the licensee is obliged to, among other things: (i) start exploration within the prescribed term, (ii) explore according to a prescribed exploration work scheme, (iii) comply with State laws and regulations regarding labour safety, water and soil conservation, land reclamation and environmental protection, (iv) make detailed reports to local and other licensing authorities, (v) close and occlude the wells arising from prospect work, (vi) take other measures to protect against safety concerns after the prospect work is completed, and (vii) complete minimum exploration expenditures as required by the Regulations for Registering to Explore Resources Using the Block.



Mining Rights



Holders of mining rights, or concessionaires, are granted licenses to mine for maximum terms of 10 to 30 years, based on magnitude of the mining project.  The concessionaires may extend the term of a mining license with an application at least 30 days prior to expiration of the term.  The user fee for the mining right is equal to RMB 1,000 per square kilometer per year.  Where there is any prior State investment in or State sponsored geological work conducted on a mineral property, the State must be compensated based on the assessed value of the State input before mining rights can be granted.  Concessionaires enjoy the rights, among others, to: (i) conduct mining activities during the term and within the mining area prescribed by the mining license, (ii) sell mineral products (except for mineral products that the State Council has identified for unified purchase by designated units), (iii) construct production and living facilities within the mine area, and (iv) use the land necessary for production and construction, in accordance with applicable law.



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Concessionaires are obliged to, among other things: (i) conduct mine construction or mining activities within a defined time period, (ii) conduct efficiently production, rational mining and comprehensive use of the mineral resources, (iii) pay resources tax and mineral resources compensation (royalties) pursuant to law, (iv) comply with State laws and regulations regarding labour safety, water and soil conservation, land reclamation and environmental protection, (v) be subject to the supervision and management from both the departments in charge of geology and mineral resources, and (vi) complete and present mineral reserves forms and mineral resources development and use statistics reports, according to applicable law.



Transferring Exploration and Mining Rights



A mining enterprise may transfer its exploration or mining rights to others, subject to the approval of MOLAR or its authorized departments at provincial or local level, as the case may be.  An Exploration Permit may only be transferred if the transferor has: (i) held the Exploration Permit for two years as of the issue date, or discovered minerals in the exploration block, which are able to be explored or mined further, (ii) a valid and subsisting Exploration Permit, (iii) completed the stipulated minimum exploration expenditure, (iv) paid the user fees and the price for prospect rights pursuant to the relevant regulations, and (v) obtained the necessary approval from the authorized department in charge of the minerals. Mining rights may only be transferred if the transferor needs to change the ownership of such mining rights because it is: (i) engaging in a merger or split, (ii) entering into equity or cooperative joint ventures with others, (iii) selling its enterprise assets, or (iv) engaging in a similar transaction that will lead to the alteration of the property ownership of the enterprise. A Mining Permit may only be transferred if the transferor has: (i) commenced production for no less than one year, (2) a valid and subsisting Mining Permit without title dispute, and (iii) paid the user fees,  the price for the mining right, resource tax and mineral resource compensation pursuant to laws.



Environmental Laws



In the past ten years, laws and policies for environmental protection in China have moved towards stricter compliance and stronger enforcement. The basic laws in China governing environmental protection in the mineral industry sector of the economy are the Environmental Protection Law, the Environment Impact Assessment Law and the Mineral Resources Law.  The State Administration of Environmental Protection and its provincial counterparts are responsible for the supervision of implementation and enforcement of environment protection laws and regulations.  Provincial governments also have the power to issue implementing rules and policies in relation to environmental protection in their respective jurisdictions.  Applicants for mining rights must submit environmental impact assessments and those projects that fail to meet environmental protection standards will not be granted licenses. In addition, after exploration the licensee must perform water and soil maintenance and take steps towards environmental protection.  After the mining rights have expired or the concessionaire stops mining during the permit period and the mineral resources have not been fully developed, the concessionaire shall perform water and soil maintenance, land recovery and environmental protection in compliance with original development scheme, or must pay the costs of land recovery and environmental protection.  After closing, the mining enterprises shall perform water and soil maintenance, land recovery and environmental protection in compliance with mine closure approval reports, or must pay the costs of land recovery and environmental protection.



Chinese-Foreign Co-Operative Joint Ventures



Legal Framework



Each of the various joint venture entities through which the Company may carry out business in China has been or will be formed under the laws of China as a Sino-foreign co-operative joint venture enterprise and is or will be a legal person with limited liability.  All joint ventures entered into, or to be entered into, by the Registrant must be approved by both the Ministry of Commerce (MOC) and the State Development and Reform Commission (SDRC) in Beijing or their provincial bureaus.



The establishment and activities of each of the Companys joint venture entities are governed by the law of the Peoples Republic of China on Sino-foreign co-operative joint ventures and the regulations promulgated thereunder (the China Joint Venture Law).  As with all Sino-foreign co-operative joint venture enterprises, the Companys joint venture enterprises will be subject to an extensive and reasonably well-developed body of statutory law relating to matters such as establishment and formation, distribution of revenues, taxation, accounting, foreign exchange and labor management.  On January 1, 1997, an amendment to the Mineral Resources Law of China became effective.  Among other things, the amended law deals with foreign ownership of Chinese mines and mineral rights, and allows, under some circumstances, the transfer of exploration rights and mining rights.  Pursuant to this law, new regulations were made effective on February 12, 1998.





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The MOLAR administers a new computerized central mineral title registry established in Beijing, which has streamlined the application for exploration and mining permits.  Under existing laws, in order to form a mining joint venture, foreign companies always complete two levels of agreements. In general, the first level of agreement is a letter of intent or a memorandum of understanding, which sets forth broad areas of mutual co-operation.  The second level of agreement is a joint venture contract that sets out the entire agreement among the parties and contemplates the establishment of a Chinese Legal Person, a separate legal entity.  Before a joint venture can be created, an assessment or feasibility study of the proposed joint venture must be prepared and approved by the SDRC or its provincial bureau. Therefore, upon completing a co-operation agreement, the parties prepare a feasibility study of the proposed joint venture and submit this feasibility study to the SDRC for the project verification, the granting of which depends upon whether the proposed project broadly conforms to the economic policy issued by the government and any prescribed regulations.



Upon receiving this approval in principle, the parties then negotiate and prepare a joint venture contract and submit it to the MOC, or its provincial bureaus, which approves the specific terms of all joint venture contracts between Chinese and foreign parties.  Within one month after the receipt of a certificate of approval from MOC, a joint venture must register with the State Administration of Industry and Commerce (the SAIC).  Upon registration of the joint venture, a business license is issued to the joint venture.  The joint venture is officially established on the date on which its business license is issued.  Following the receipt of its business license, the joint venture applies to the MOLAR to approve and grant to the joint venture its exploration permits and/or mining licenses.



Governance and Operations



Governance and operations of a Sino-foreign cooperative joint venture enterprise are governed by the Chinese joint venture law, the parties joint venture agreement and by the articles of association of each joint venture entity.  Pursuant to relevant Chinese laws, certain major actions of the joint venture entity require unanimous approval by all of the directors present at the meeting called to decide upon actions, such as amendments to the joint venture agreement and the articles of association; increase in, or assignment of, the registered capital of the joint venture; a merger of the joint venture with another entity; or the termination and dissolution of the joint venture enterprise.



Term



Under the joint venture agreement, the parties will agree to a term of the joint venture enterprise from the date a business license is granted.  However, the term may be extended with the unanimous approval of the board of directors of the joint venture entity and the approval of the relevant Chinese governmental entities.



Employee Matters



Each joint venture entity is subject to the Chinese employment laws and regulations.  In compliance with these laws and regulations, the management of the joint venture enterprise may hire and discharge employees and make other determinations with respect to wages, welfare, insurance and discipline of its employees.  Generally, in the joint venture agreement, the standard of salary, social welfare insurance and traveling expenses of senior management will be determined by the board of directors of the joint venture entity.  In addition, the joint venture will establish a special fund for enterprise development, employee welfare and incentive fund, and a general reserve.  The amount of after-tax profits allocated to the special funds is determined at the discretion of the board of directors on an annual basis.



Distributions



After provision for a reserve fund, an enterprise development fund and an employee welfare and incentive fund, and after provision for taxation, the profits of a joint venture enterprise will be available for distribution to the Company and its other shareholders, such distribution to be authorized by the board of directors of the joint venture entity.



Assignment of Interest



Under joint venture agreements and the Chinese Joint Venture Law, any assignment of an interest in a joint venture entity must be approved by the relevant governmental authorities.  The China Joint Venture Law also provides for pre-emptive rights and consent of the other party for proposed assignments by one party to a third party.



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Liquidation



Under the Chinese Joint Venture Law and joint venture agreements, the joint venture entity may be liquidated in certain limited circumstances including the expiry of its term or any term of extension, inability to continue operations due to severe losses, failure of a party to honor its obligations under the joint venture agreement and articles of association in such a manner as to impair the operations of Chinese governmental entitles and force majeure.



Resolution of Disputes



In the event of a dispute between the parties, attempts will be made to resolve the dispute through consultation. This is the practice in China and the Company believes that its relationship with Chinese governmental entities is such that it will be able to maintain a good working relationship with respect to the operations of its joint venture enterprises.  In the absence of a friendly resolution of any dispute, the parties may agree that the matter will be settled by an arbitration institute.  The parties may jointly select an arbitration institution to resolve disputes in the joint venture contract if it has been stated in the joint venture contract or when the dispute is raised.  Awards of the arbitration institute are enforceable in accordance with the laws of China by Chinese courts.   In the absence of a valid arbitration agreement, both parties or either party may decide to resort to Chinese courts to resolve disputes between the parties over the terms of the joint venture contract.



Expropriation



The Chinese Joint Venture Law also provides that China generally will not nationalize and requisition enterprises with foreign investment.  However, in special circumstances where demanded by social public interest, enterprises with foreign investment may be requisitioned by legal procedures, but appropriate compensation will be paid.



Division of Revenues



Revenues derived from operating joint ventures, once all necessary agreements, permits and licenses are obtained, will be divided between the Company and the entities which are parties to the joint venture according to the terms of each individual joint venture, which terms will vary from project to project.  The Company will be subject to various taxes on its revenues.



C.

ORGANIZATIONAL STRUCTURE



Minco Gold was incorporated under the laws of the Province of British Columbia on November 5, 1982, under the name Caprock Energy Ltd.  On February 19, 1996, current management acquired its interests in Minco Gold pursuant to the PCR Agreement, and the Teck-Cominco Agreements.  The following chart sets forth the Company's corporate structure, including its significant subsidiaries, related parties and their jurisdictions of incorporation along with the various mineral properties held by each of them, as at the date of this Annual Report:





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INTERCORPORATE RELATIONSHIPS

MINCO GOLD CORPORATION

(formerly Minco Gold & Metals Corporation)





Notes to Intercorporate Relationships:



(1)

GGEDC is owned and controlled by the Guangdong Geological Bureau of the PRC government.  GGEDC has a 19% interest in the Changkeng Property.  Zhuhai Zhenjie Development Ltd. has an 18% in the Changkeng Property.  Fosman Baojiang Non-Ferrous Metals Corp. has an 10% in the Changkeng Property.  Guangdong Gold Corporation currently holds 2% of the Changkeng Property.

(2)

On November 18, 2002, the Company entered into an agreement with the Inner Mongolian Bureau of Non-Ferrous Metals and Exploration, the license holder of the BYC gold project, to acquire a majority interest in the BYC gold project located in central Inner Mongolia, China. In July 2003, the Company and the Inner Mongolia Bureau of Non-Ferrous Metal Exploration formed the Inner Mongolia Huayu-Minco Mining Co. Ltd. to explore and develop the BYC gold project.

(3)

The Company currently has a 63% equity interest on the White Silver Mountain project.



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Notes to Intercorporate Relationships:(Continued)



(4)

In 1999, the Company and its Joint Venture Partner created Inner Mongolia Damo Mining Co. Ltd., a fully-licensed Sino-foreign co-operative joint venture ("Damo Mining"), to explore for metallic  mineral  deposits within the Inner Mongolia Autonomous Region.The Gobi Gold Project holds exploration through Inner Mongolia Damo Mining Co. Ltd. (Damo Mining). The Company has the right to acquire a 75% equity interest in Damo by spending approximately US$2,500,000 on exploration and development over four years. Minco has earned a 57% in the project to date.



D.

DESCRIPTION OF PROPERTIES



The Company plans to develop its base metal projects (currently White Silver Mountain) in Minco Base Metals while retaining its gold projects (Changkeng, BYC, Gobi, Yangshan, Anba, Western Extension of Yangshan) in Minco China under the main umbrella company, Minco Gold. The following is a discussion of the properties that Minco Gold holds directly and through its subsidiaries.



I.

CHANGKENG GOLD PROPERTY



The detailed history and background of Minco Golds Changkeng Gold Property is disclosed above under The Changkeng Joint Venture.



Location



The Changkeng gold deposit is located approximately 45 km southwest of Guangzhou, the fourth largest city in China with 13 million people and the capital city of Guangdong Province. The project is adjacent to Minco Silver Corporations world-class Fuwan Silver deposit and located close to well established water, power and transportation infrastructure



[minco20fa121107001.jpg]





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Work Program



§

10,000 metres of infill drilling beginning in 2007

§

Upgrade the resource to Measured and Indicated

§

Initiate pre-feasibility 2008



Ownership



The 119 ha Changkeng exploration permit covers the exposed, down dip and along strike extensions of the Changkeng gold deposit. Minco Gold Corporation has the right to earn 51% equity interests on the Changkeng gold project pursuant to the Changkeng Joint Venture Agreement made among Minco Mining, Guangdong Geological Exploration and Development Corp. ("GGEDC") and three other unrelated Chinese parties. Minco and GGEDC collectively control 70% of the Changkeng joint venture. Silver dominant zones that form part of the Fuwan silver deposit extend underneath the Changkeng exploration permit as zones that are geologically distinct from the Changkeng gold dominant zones. The 51% interest of Minco Gold in the silver dominant zones residing on the Changkeng exploration license was assigned to Minco Silver by the Company pursuant to the assignment agreement dated August 20, 2004. As GGEDC is also Minco Silver's partner in the Fuwan joint venture, the effect of Minco's assignment to Minco Silver is that the Fuwan joint venture holds a 70% interest in the silver dominant zones underlying the Changkeng.



Background



Gold was discovered at Changkeng in early 1990 by systematic follow up of stream sediment and soil geochemical anomalies identified from surveys completed by the Guangdong Provincial government (Regional Geological Survey Team of Guangdong Bureau of Geological Exploration). Illegal, small scale mining began in 1991 and removed most of the oxidized, near surface mineralization.



Geology and Mineralization



The Changkeng-Fuwan gold and silver deposits occur within the Sanzhou basin, which is a triangular-shaped, Upper Paleozoic fault-bounded basin. Upper Paleozoic and Mesozoic sedimentary units are folded into an open syncline with a northeast-trending axis. A shallow dipping fault zone developed near the unconformity separating Lower Carboniferous limestone and Upper Triassic clastic sedimentary units hosts the gold and silver deposits at Changkeng and Fuwan. The Changkeng gold mineralization occurs as lenses of brecciated and silicified Triassic clastic rock. Barite, fluorite, carbonate and pyrite are associated with the mineralized zones. Two gold-bearing mineralized zones are exposed at surface and merge at depth and along strike to the northeast. Zone 1 has a strike length of 747 metres and ranges in width from 1 to 39.26 metres. Zone 2 has a strike length of 134 metres and ranges in width from 3.55 to 11.47 metres. The deposit is open to the east, south and down-dip from the outcropping mineralization and provides an opportunity to significantly increase the resources for the deposit.



Results



Minco completed a limited drilling program at Changkeng in October 2004, confirming the results from previous Chinese drilling and the continuity of the Zone 1. All the holes were drilled vertically and true widths of the intersections have not yet been established. The holes are drilled on a northwest-southeast grid approximating the dip direction of the mineralized zone.



Table 1. Assay results from diamond drill holes completed by Minco in 2004



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Of particular significance is the eastern extension of the deposit where hole JZK4001 revealed anomalous gold values in an open area. In a previous drill program, the Chinese partner had drilled a hole ZK4802, approximately 1,000 metres east of the deposit area , which encountered a 127.59 metre thick mineralized zone assaying 1.24 grams per tonne of gold (atomic absorption method), with a higher grade section running at an average of 3.85 grams per tonne gold over 11.99 metres. All existing drilling results have been compiled into a drill hole database to facilitate geological modeling and resource calculations. The second phase of drilling will concentrate on filling in the grid to acquire intersections with spacing of 50 x 50 metres. When complete, results of this drilling program will be used to produce a resource estimate that meets CIM standards and will allow a pre-feasibility study to be undertaken. Down hole engineering studies will be carried out on selected drill holes.



Exploration plan for 2007



With the completion of all government approvals, an extensive exploration program has been planned to delineate the mineralization. It is hoped that this will expand the existing resource base, upgrade the inferred resource estimates and provide a basis metallurgical testing preparatory to initiating a feasibility study. At Changkeng, approximately 10,000 metres of infill drilling is planned to upgrade the current inferred resources to the measured and indicated categories. Geotechnical, environmental, and mining plant studies are also proposed. A pre-feasibility study will then be initiated.  The establishment of the Ming-Zhong JV and the application to transfer the title of Changkeng from No. 757 Exploration Team to the Ming-Zhong JV or Minco China are still going through various government approvals. Full implementation of the proposed exploration program will depend on how soon the approval will be finalized.



II.

LONGNAN PROPERTIES (YANGSHAN, YEJIABA AND XICHENG EAST PROJECTS)



Minco Golds wholly-owned subsidiary, Minco China, presently holds 13 exploration permits in Longnan region of south Gansu Province. Ten of the permits are located in the Yangshan belt situated east and north of the Anba deposit.  Three permits are located in a geological terrain immediately north of the Yangshan belt and are referred to as the Xicheng East permits.  All 13 exploration permits are located over regional geochemical gold anomalies with host rocks and structure similar that at Anba and other gold occurences in the region.





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Yangshan Project Area



The geochemical data in the Companys stream sediment sampling program , outlines 20 composite anomalies of Au, As, Sb or Ag which have been delineated in the survey area.  The gold anomalies coincide with strong As and Sb values located in a Devonian clastic rock unit closely associated with a regional arcuate fault structure.  The structural and geological setting and geochemical features of these anomalies are comparable to those of the known areas of gold mineralization along the Yangshan gold trend.



For  all the Yangshan Property areas,  all stream sediment samples were conducted in the following manner:  at each site 500  1000 grams of samples were collected from multiple points within 10 metres to assure no bias due to one specific sample location.  The samples were dried and sieved to create a 150 gram sample of minus 20 mesh to plus 160 mesh and put into a sealable bottle. At the laboratory the sieved samples were pulverized to minus 200 mesh for assaying.  Field duplicates (5%) metres camp duplicates (5%), reference material (5 - 10%) and lab duplicates (10%) are part of the QA/QC procedures for the sampling.  For the Grid and Contour Soil sampling, 500 gram samples were collected from the residual soil (C horizon).  Samples were dried and sieved  to create a 150 gram sample of minus 40 mesh and sent to the laboratory.  A detailed Sampling and QA/QC procedure that was used for the Stream and Soil sampling is attached in the Appendix and is a company wide Minco Sampling Procedure. The samples above were analyzed for Au, Ag, As. Sb, Bi, Cu, Pb, Zn, W, Mo, Ba and Hg at the central lab of the Institute of Geophysical and Geochemical Exploration in Langfang, Hebei province.  The samples were analyzed by the following analytical methods: Flameless Atomic Absorption (ANN), Atomic Flourescence Spectromerty (AFS) and Plasma Mass Spectrometry (ICP-MS) depending on the element analyzed.  Analytical quality was controlled by inserting reference samples and duplicate samples in each 20-sample batch.  In November 2006 the Company announced that significant gold, silver, antimony, lead and zinc mineralization had been discovered in all the three sub-project areas, including the following most significant mineral occurrences:





Yejiaba Project Area





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14 composite anomalies in stream sediment samples have been delineated in the Yejiaba project area, a belt parallel to and north of Yangshan.  The largest composite anomaly, the Madigou anomaly, is 23 square kilometers in area and characterized by coincident Au, Ag, As, and Sb values.



Xicheng Project Area



Xicheng Project Area is located at the east extension of the well-known Xicheng Pb-Zn metallogenic belt northeast of Yejiana. 11 composite anomalies have been delineated in the project area. The largest anomaly is about 16 square kilometers in area and consists of coincident Au, Ag, Pb and Zn values..  Ten of the strongest anomalies characterized by coincident Au, Ag, As & Sb values in favourable geological terrains had been selected for the first-round follow-up.



Minco completed a reconnaissance program over several major semi-regional geochemical anomalies discovered last year. Field work in this program has included sketch mapping, sampling along traverse lines over selected anomalous areas, and infill sampling along selected anomalous drainage.  Gold, silver, antimony, lead and zinc mineralization has been discovered in all the three sub-project areas, including the following occurrences:



Yuezhao Gold Occurrence:This area covers approximately 12 square kilometers and is located on the northeast extension of the Yangshan Gold Belt.  The regional structures and host units extend directly into Mincos exploration area at the northeast extension of the Belt.  The regional arcuate structural trend controls the distribution of a number of sedimentary-hosted gold deposits in South Gansu and North Sichuan provinces.  The Yuezhao gold occurrence was discovered through follow-up work on a regional gold anomaly on the east extension of the Yangshan project area. Geological mapping and surface trenching that was conducted in 2006 identified two gold mineralized zones in the highly schistose and silicified carbonaceous phyllite and silty phyllite.Zone ZT-1 has been traced for about 600 metres at surface along the NE60-70° strike direction.  It has a minimum width of 2 metres and a maximum width of 3.6 m as exposed in trenches and outcrops.  Zone ZT-2 was located 35m north of zone ZT-1, has been traced for about 200 metres on surface, It has a minimum width of 1.3 metres and a maximum width of 6.1 metres as exposed in surface trenches and outcrops.  The Company began exploration drilling on May 2, 2007.  The Phase I diamond drilling program consists of approximately 1,500 metres in 7 holes to test the down dip extension of the known surface mineralization previously delineated in trenching.



In addition, Mincos field crews are presently conducting detailed surface work and defining drill targets at the Yangshanli and Chachashi areas.



Chengjiagou Ag-Au-Pb Occurrence:Mineralization occurred in Devonian carbonaceous slate in an abandoned artisan adit in the Xicheng East sub-project area. Two samples that were collected (more than 1 kg of sample weight) from the adit returned 133.3g/t and 567.4g/t Ag, 0.39 and 0.52g/t Au, 4.25 and 7.07% Pb, 0.1 and 0.38% Zn, 0.2 and 0.3% Cu respectively.



Yangjiagou Ag-Au-Pb and Antimony Occurrences:Mineralization occurs in the Devonian carbonaceous slate in the Yejiaba sub-project area. Samples (weighing over 1 kg each) were collected from multiple sites over the outcrop. One sample collected from a mineralized outcrop in carbonaceous slate returned 137g/t Ag, 0.87g/t Au and 2.6% Pb.



In June the Companys Phase II program was initiated on the basis of the results from Phase I program which consisted of the following:



The Yangshan Sub-project Area: Sketch mapping is being carried out over the delineated soil anomalies to further define trenching targets.  A total of 20 km2 at the Lijiashan and the Caopoli areas will be mapped to follow up the semi-regional stream sediment anomalies at the west end of the Yangshan sub-project area.



The Xicheng East Sub-project and Yejiabou Sub-project Area:A routine geochemical soil sampling and sketch mapping program was conducted along traverse lines perpendicular to the general strike of major structures.



2005 Exploration Program



In August 2005, the Company initiated a semi-regional stream sediment geochemical survey within the six Yangshan permits, four Yejiaba (previously called Guojiagou) permits, and three Xicheng East permits.  The survey covered approximately 913 km2 and involved collection of 3,036 stream sediment samples from active drainages at a density of approximately 3 to 4 samples per km2.  All samples were collected and prepared for analysis and QA/QC procedures followed the Minco Procedures for Stream and Soil Sampling and QA/QC Procedures (see detailed QA/QC procedure on page 31).  Fractions from



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-20 to +60 mesh of each sample were prepared at the field camp and all the prepared samples were sent to the Central Laboratory at the Institute of Geophysical and Geochemical Exploration in Langfang for analysis of Au, Ag, As. Sb, Bi, Cu, Pb, Zn, W , Mo, Ba and Hg. All of the assay data of the samples were received in middle January 2006. Minco geologists have completed data compilation and prepared an exploration proposal for the coming field season. 20 geochemical Au, As, Sb and Ag anomalies were delineated in the famous Yangshan gold trend, 12 geochemical anomalies in Yejiaba area and 11 anomalies in the Xicheng East area. Among these the 10 most significant anomalies characterized with coincidental and continuous Au, As, Sb values have been identified at the geologically favorable terrains in the Yangshan, Xicheng East and Yejiaba permits. Exploration programs in 2006 have been focused in following up these most significant anomalies by infill sampling, sketch mapping, and trenching.



Reconnaissance investigation over the semi-regional geochemical anomalies was initiated in late March 2006 and  occurrences of gold, silver, antimony, lead and zinc have been discovered during the preliminary follow-up. Current exploration activities at Longnan region have been mainly focused on sketch mapping, grid and infill soil sampling and trenching in and around the discovered mineral occurrences.



2006 Exploration Program



Up to middle December, 2006, three phases of exploration programs were completed in the Longnan project area.



·

Phase I Program:



Ten of the stronger and coincidental multi-element anomalies in the favourable geological terrains were selected for a reconnaissance follow up by Minco geologists from late March to early May as Phase I program in 2006. The Phase-I program was focused on the reconnaissance investigation of the availability of favourable geology and the repeatability of the geochemical anomalies at the selected major semi-regional geochemical anomalies sparsely distributed over the 1100 km2 project area. Field work at this stage has included sketch mapping and sampling along traverse lines across the selected anomalous areas and infill sampling along selected anomalous drainages. Evidence of gold, silver, antimony, lead and zinc mineralization has been discovered in all the three sub-project areas.





·

Phase II Program:



The Phase II program at Longnan project area was initiated in early June 2006 on the basis of the results and discoveries from the Phase I program. The Phase II program has been focused in the Yangshan sub-project area, including (1) sketch mapping at the 12 km2 Yuezhao area where a gold occurrences was discovered in Phase I program, (2) soil sampling along drainage at the 42 km2 Yangshanli area where the largest and strongest Au, As and Sb anomalies were delineated with  stream sediment sampling, and (3) reconnaissance investigation of the unchecked geochemical anomalies located in geologically favourable terrains in the Yangshan sub-project area. It has been discovered that gold mineralization at an abandoned tiny pit at the Yuezhao gold occurrence is more than 10 meters in width.  It returned samples of 1 and 7.3g/t Au (more than 1 kg in weight) continuously collected across the outcrop. The mineralization zone can be traced for about 1000 meters along strike. In the Yangshanli area, 9 geochemical gold anomalies were delineated in soil samples.



·

Phase III Program:



The Phase III program was organised in the middle September 2006. The on-going Phase III program includes (1) 110 km2 drainage soil sampling at density of about 50 samples per square kilometers in the Yangshan, Yejiaba and Xicheng East sub-project areas, (2) 24km2 grid soil sampling at density of 125 samples per square kilometer and sketch mapping over major geochemical gold anomalies in the Yejiaba and Xicheng East sub-project areas and (3) detailed mapping, trenching and sampling at the Yuezhao gold occurrence and the Yangshanli multi-element geochemical anomaly at the Yangshan sub-project area.



Two mineralized bodies, ZT-1 of 600 metres in length and ZT-2 of about 200 metres in length, have been delineated by surface trenching at the south mineralization zone of the Yuezhao occurrence. Gold mineralization was intersected in trenches TC200,TC234-1, and LD6:

TC200: weighted average 2.38g/t Au over 10m (horizontal);

TC234-1: weighted average 0.7g/t Au over 4m (horizontal);



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LD6: weighted average 1.72g/t Au over 3m (horizontal).



Nine composite Au-As-Sb-Ag anomlies have been delineated in the Yangshanli areas. Five alteration and mineralization zones characterized with structural breccia, chloritization, silification, pyritization and limonitization in silty phyllites. Preliminary following up for the area where an isolated value of 0.8 PPM Au was detected in soil has defined an alteration zone of 400m in length and more than 10 meters in width.



In the Chachashi area of the Xicheng East sub-project area, an anomalous zone of 1000m in length and 400m in width was contoured with a threshold of 0.5 PPM Ag in soil samples at the contact zone between granite intrusion and Proterozoic metamorphosed siltstone and sandstone.



2007 Exploration Program



An aggressive trenching and drilling program has been proposed over the Yuezhao and the Yangshanli areas in the Yangshan sub-project area and the Chengjiagou and the Chachashi areas in the Xicheng East sub-project area in 2007. Following up for the regional stream sediment anomalies will also be continued over all the three sub-project areas. Field work began in late March and drilling at Yuezhao was initiated in late April 2007.



III.

YANGSHAN GOLD BELT  WEST EXTENSION PROPERTIES



Property Description and Location



Minco-Qinqi   West Extension Properties



In December 2003, the Company announced it had executed a Cooperation Agreement with No. 2 Exploration Institute of the Gansu Bureau of Geological Exploration (GBGE) for the exploration and development of mineral resources also in Gansu Province of China.  The Yangshan Gold Belt consists of three concession areas:



Concession

License Number

Area (km)



Guanniuwan (GNW)

6200000330184

9.14km2

Hongyangou (HYG)

6200000310260

26.58km2

Guojiagou (GJG)

6200000320186

17.16km2



All of these areas are located in the Yangshan Gold Field.  The Company will have the right to earn a 75% equity interest in the three areas through a joint venture.  The total initial investment by the Company in the joint venture will be 7.5 million RMB (approx. US$960,000), 75% contributed by the Company and 25% contributed by GBGE (being the consideration for vending in the Exploration Permits they hold on the three areas).  A joint venture contract was signed subsequently on March 1, 2004. Total expenditures funded by the Company from inception to December 31, 2006 are $441,584.  Minco Gold is in the process of obtaining the required government approval, including a business license and exploration permit transfer for the three properties.  The documents for the exploration permit transfer have been submitted. Once the exploration permit is transferred from No. 2 Exploration Institute to Qinqi, then the Gansu JV may start the title transfer from Qinqi to the JV. At that point, Minco Gold will recommence its exploration program.



Accessibility, Climate, Local Resources, Infrastructure and Physiography



Within the Qinling Mountains, three licenses are located in rugged, deeply dissected, precipitous terrain.  Elevations range from about 1,100 metres upwards to over 2,500 metres.  The area contains a large population subsisting on agriculture, with intensely productive land in the valley bottoms and less valuable land worked in terraces up to the highest elevations.  Land for major mining infrastructure would therefore be had at a premium.  Wheat production takes up the largest areas, but all manner of cool-climate cereals, oil-seeds, vegetables, fruits, and spices are sown and various animals are husbanded.  Small villages are scattered throughout area.  Most villages have electricity and some people have satellite television. Cellular telephone coverage is complete except in the most remote valleys.  Temperatures range from 130C to 00C in January and 160C to 280C in July with approximately 300mm to 350mm of precipitation annually.



Access to the GNW license is via a paved road along the Baishui, or White Water River about 20 kilometers westerly up the river from the County Seat at Wenxian. Access to the edge of the HYG license is by vehicle and is along the same road



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approximately 20 km upstream. Within the GNW, concession access is by two dirt roads up from the river valley into the area where mining is being undertaken.  There is no wheeled access to any part of the HYG license which is precipitous and difficult.  Helicopter transport is not an option.  The GJG license is in a remote, mountainous part of the Gansu Province.  Access is by poor road south approximately three hours from the County Seat at Lixian and then by a precipitous road three hours south and west over a mountain range.  Normal wheeled access would be impossible in the rain or snow and the exploration season is from approximately April through October, dependent on weather conditions.  Hydro-electric power is generated between the GNW and HYG license areas.  Only small-capacity lines are available near the GJG.



Exploration History



The east Qinling area has been an historical gold mining area in China with records of production dating back 3,500 years.  The metallogenic belt also contains historically important lead and zinc mines and is a source of antimony.  GBGE has been active in the area since 1967 when a 1:200,000 scale geological mapping program was instituted.  From 1984 to 1986 a regional stream sediment survey was completed.  This was followed up by more detailed geochemistry, mapping and trenching over many areas until 1989 when detailed work on specific projects was instituted.



Guanniuwan (GNW)



In 1995, a gold, arsenic, antimony and mercury anomaly was explored by detailed work including soil geochemistry, mapping, and trenching.  Two zones, a North Zone and a South Zone were identified.  This was followed-up in 1996 by the driving an adit in the North Zone and the mining and processing of 20,000 tonnes of material by a cyanide heap-leach.  This test recovered 800 grams of gold for a recovered grade of 0.04 grams per tonne gold and no further work was done.  It is the opinion of the Chinese geologists at GBGE that the test was not successful because the mineralization tested was likely taken from sulphide-rich zones below surface oxidation.



While there is some uncertainty in the exploration work which is brought about by the failure of the mining test to recover a significant amount of gold, the area has continuing activity by illegal miners in areas covered by the geochemical and trenching data.  In the intervening years several hundred illegal miners in over one hundred small groups have entered the property, extensively mined the South Zone, and have discovered and are mining an extension of the mineralization in a zone about two kilometers to the west.  Various other smaller mining locations can be seen scattered about the license area.  The miners are using cyanide leaching to process the oxidized ores being recovered from numerous adits and pits.  Technical details of this work do not exist, but it is likely that much of this oxidized material has been moved and processed using hand carts and small tractors.



Hongyangou (HYG)



The exploration history at HYG ended with the delineation of a stream sediment anomaly in 1986.



Guojiagou (GJG)



The GBGE completed a small amount of trenching on a stream sediment anomaly discovered in the 1980s, however it has been over ten years since this work was done.  In the meantime about ten groups of small miners have been processing tiny amounts of oxidized material from the geochemically anomalous area.  The amount of material moved by these groups is insignificant, amounting to much less than one tonne per day in total.



Geological Setting



The Qinling Mountains form the boundary between the North China and Tarim Cratons on the north and the Yangtze Craton and Tibetan Plateau on the south.  The mountains consist of an east-west trending Upper Paleozoic-Mesozoic fold and thin-skinned thrust system formed by north-south compression.  In the Yangshan region the thrust faults take the form of an unexplained arcuate system, possibly a later fold event, with a northeast-southwest axis.  Devonian sedimentary formations consist of fine grained clastic sediments, calcareous sandstones, shales and various types of limestone.  Younger Triassic assemblages consisting of sandstone, slate and limestones have been inserted into the Devonian section by complex, north verging thrust faulting.  Younger Mesozoic calc-alkaline intrusions are common in an east-west trending belt generally in the northern part of the region.  Precambrian intermediate to basic volcanics form the core of an anticlinorium which is exposed in the southern part of the area of interest.  The local geology within the three licence areas is described below.





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Guanniuwan (GNW)



In the vicinity of the GNW licence, north dipping reverse faults related to mineralization separate a Lower Devonian sequence of sandstone, slate and limestone from Middle Triassic sandstone, slate and limestone.  In detail, however the situation is more complex with all units being overturned.  The younger Triassic units are therefore thrust over the older Devonian sequence and these units and the reverse faults are cut by later north-south striking faults.  There may be a component of dextral faulting in the shears noted in the North Zone trenching area.  The limestone units in the area have been weakly marbleized and the thin-bedded units have suffered complex deformation especially marked near to the fault zones.  Presence of unmapped crenulation cleavages in phyllites suggest that the structural history of the area is more complex than the mapping suggests. East-west trending feldspar porphyry, diorite porphyry, and granitic dykes are spatially related to faulting (and to mineralization).  The West Zone is in an area of alluvium and was found by local prospectors after the geological team ceased work in the area in 1995.



Hongyangou (HYG)



The HYG area is approximately 20 kilometers north from GNW and is mapped as being in the same Middle Triassic sequences as the GNW.



Guojiagou (GJG)



At GJG, Triassic limestone and fine clastic sediments have been altered to marble, hornfels and minor skarn by an elongate granodiorite intrusion.  The intrusion has bowed the flanking sediments into an antiform over a three kilometers distance and produced a series of north-south trending faults.  Skarn observed in the area of most interest is in the form of a weak fine grained greenish rusty endoskarn, while the hornfels is fine grained tremolite with patchy fine grained biotite.



Exploration and Development



Mineral Resource and Mineral Reserve Estimates



As far as is known by the Company no metallurgical testing has been done on material from the subject properties.  No mineral resource or mineral reserve estimates have been published for the subject licenses.



Mining, Exploration and Development Operations



The Company believes that the historical project data has been generated with proper procedures and has been accurately transcribed and is being used suitably because field examinations show that the maps are accurate.  The clearest verification of the gold values reported by the GBGE lies in the exploitation of the anomalous areas by illegal miners.  The data has been generated with proper procedures and has been accurately transcribed and is being used suitably because field examinations show that the maps are accurate.  There is no evidence of metallurgical testing being carried out on material from the subject properties.  Mineral processing by illegal miners is being done at this time on at least two of the licenses, the GNW and GJG.  However the technical details of the various operations are not known.



2004 Exploration Program



At Goujiagou, a soil sampling program on a 100 metre by 40 metre grid was completed in late 2004.   Sample results outlined a strong and coherent gold anomaly with coincident arsenic and antimony.  The association of arsenic and antimony with gold is noted at many of the larger sediment-hosted, disseminated gold deposits in the Qinling gold field and differentiates the Goujiagou mineralization from less significant mesothermal, shear zone related gold systems that are also present in the region.  The anomaly is about 4 kilometers long and 400 to 1,000 metres wide, based on a 0.040 ppm gold threshold.  This east-west trending gold anomaly is along the altered contact zone between Triassic limestone and fine-grained clastic sediments and spatially associated with an elongate granitic intrusion.  Follow-up trenching and channel sampling to test the soil anomaly encountered values of 1 g/t gold over 1.0 m and 6 g/t gold over 1 m within a 7 metre long trench.  These results are very preliminary and further trenching is required to fully test the anomalous zone.



2005 Exploration Program



An underground aditing program was completed on the Guanniuwan permit by the No. 2 Exploration Institute of Gansu



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Province but the results were not made available to the Company.



2006 Exploration Program



The Company did not perform any work on the Property during 2006.



IV.

ANBA PROPERTY



Gansu Keyin Mining Co. Ltd. and Minco Golds joint venture (Keyin), signed a joint venture agreement in principal with the Gansu provincial government and two other companies in October 2003 for the exploration and development of the Anba gold property in the Yangshan gold field (the YGM JV).  Under the agreement, Keyin can earn 40% interest in the YGM JV through investment of approximately $3.5 million over five years.



The exploration permit for the Anba gold property, which expired in June 2006, is in the process of being extended and will then be transferred to the YGM JV once the definitive joint venture contract has been signed and all requisite approvals for the registration of the joint venture have been obtained. The YGM JV has applied for a business license.



In April 2004, the board of directors of the YGM JV agreed to pay 3 million RMB (approximately $440,000) to Lan Zhou Qun Ying Ltd. ("Qun Ying") so that it might prepare for the transfer of the exploration permit to the YGM JV. Keyin and its Chinese partners each contributed 1.5 million RMB (approximately $220,000) towards this end. If Qun Ying could not fulfill the duties within six months, the 3 million RMB was to be returned to the YGM JV.  Qun Ying was unable to fulfill all the required duties and the YGM JV has authorized other persons to continue the work for the exploration permit transfer.  The YGM JV has also demanded the return of the 3 million RMB advanced to Qun Ying. Of this amount, 1,500,000 RMB (approximately $220,000), representing Keyins portion, is recorded as a receivable in the Companys consolidated accounts, however a provision for doubtful accounts for the full amount has been set up due to the uncertainty of collecting this amount.  Total expenditures funded by the Company on the Anba gold property from inception to December 31, 2006 are $477,481 (from inception to Decemebr 31, 2005 $473,272).



The Company does not consider the Anba gold property to be a material property and no further expenditures are planned until a definitive joint venture contract has been signed and all requisite approvals for the registration of the joint venture have been obtained.



V.

BYC GOLD PROPERTY



Three contiguous permits with a total area of 58.1km2 comprise the BYC gold project. On November 18, 2002, the Company entered into an agreement with the Inner Mongolian Bureau of Non-Ferrous Metals and Exploration, the license holder of the BYC gold project, to acquire a majority interest in the BYC gold project located in central Inner Mongolia, China.  In July 2003, the Company and the Inner Mongolia Bureau of Non-Ferrous Metal Exploration formed the Inner Mongolia Huayu-Minco Mining Co. Ltd. to explore and develop the BYC gold project.  In October 2003, the Company entered into a joint venture with New Cantech Ventures Inc. (New Cantech).



In 2003, Minco Gold entered into a letter agreement with New Cantech whereby New Cantech acquired two options to acquire up to a 60% interest in Minco Golds BYC Gold project in Inner Mongolia, China.



The first option is exercisable to acquire a 51% interest in the BYC property by issuing 500,000 common shares in the capital stock of New Cantech and by spending $2.4 million in exploration over three years.  The agreement was amended in March 2004 and in April 2005 so that New Cantech could exercise the first option by issuing to Minco Gold 500,000 common shares in the capital stock of New Cantech and by incurring a total of 12 million RMB (approximately $1.76 million) in three installments as follows:



1)

2 million RMB (approximately $294,000) on or before March 22, 2005, which has been completed;

2)

4 million RMB (approximately $588,000) on or before March 22, 2006 of which $487,588 had been advanced as of March 13, 2006; and

3)

6 million RMB (approximately $881,000) on or before March 22, 2007.



The second option is exercisable to acquire a further 9% interest in the property by bringing the project to pre-feasibility stage. The BYC project has all permits necessary to pursue exploration on this property.  Pursuant to the letter agreement, New



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Cantech has issued common shares of New Cantech to Minco Gold as follows:



·

September 2005  50,000 common shares at $0.30 per share for $15,000;

·

May 2005 - 100,000 common shares at $0.21 per share for $21,000; and;

·

Year ended December 31, 2004 - 250,000 common shares at $0.34 per share for a value of $85,000 and 100,000 common shares at $0.37 per share for a value of $37,000



Total expenditures funded by the Company from inception to December 31, 2006 are $835,437 (from inception to December 31, 2005 $700,063).  On October 3, 2006, the Company and New Cantech entered into a termination agreement, therefore as of the date of this Annual Report New Cantech has no interest in the property.



This large property covers approximately 100 individual gold showings related to shear-hosted fracture systems within or peripheral to an elongate granite intrusion. The focus of recent exploration has been the North Zone, which is located on the north-west contact of the granite intrusion. Illegal local miners had removed approximately 400,000 tonnes of near surface oxide ore before being expelled by authorities. In New Cantechs program, six diamond drill holes were drilled in 2004 aggregating 1,434.5 metres in the North Zone and its north-east projections.  Geological mapping, trenching and sampling was completed in 2004 and 2005 to supplement diamond drilling information and contribute to understanding controls on mineralization.



A diamond drill program consisting of 1,500 metres was initiated in Q4 of 2005.  This program tested new areas of mineralization exposed by illegal mining activity and follow-up on intersections from previous drilling.  Assays were pending as of year end.  On April 7, 2005, Inner Mongolia Huayu Minco Mining Co., Ltd. received two Reconnaissance Survey Exploration Permits from the Ministry of Land and Resources of China on the properties as follows:



a)

Houxiaonuqi gold property in Wulateqianqi of Inner Mongolia (Permit No. 0100000520051 expiring April 7, 2007); and

b)

Dongwufenzi gold property in Wulateqianqi of Inner Mongolia (Permit No.  0100000520052 expiring April 7, 2007).



Property Description and Location



The BYC gold project is located at the central section of the north margin of the North China Platform and the eastward extension of the well-known Tianshan metallogenic zone in China.  The project area is about 50 kilometers northwest of Baotou and is accessed by vehicle.  Baotou is the largest rare-earth producing city in the world, and very close to a railroad that connects to the national railway system.  The original discovery of gold was made in late 1980s by follow-up of a regional geochemical gold anomaly that covered an area of more than 100 square kilometers.  More than 100 surface gold showings were delineated in an area 12 kilometers long and 3 kilometers wide.  Like many areas of new gold discoveries this triggered the widespread illegal artisanal mining activities for the surficial portions of the gold showings over the entire area. Recently, all the illegal mining activities at BYC gold project were banned by the government as a nationwide law enforcement program.





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Geological Setting



The BYC gold project occurrence is a structurally controlled shear hosted auriferous vein system, which develops at or near the contact of a Mesozoic granodiorite with early Proterozoic sedimentary and volcanic rocks.  All principal-mineralized zones on BYC concession are either shear hosted or extensional veins.  Most of these structures are located within well-formed planar brittle-ductile shear zones with very good surface continuity.  Based on the distribution of the auriferous veins at surface, at least four major structural and auriferous zones are identified with strike lengths ranging from 700 metres to more than 1,500 metres.  Higher grades were detected where the auriferous veins occurred in the granodiorite intrusions (the inner contact zone) with weighted average gold values as 71 grams per tonne gold over 9 metres and 14.5 grams per tonne gold over 4 metres from channel samples.  This information is from historical geological reports from the Chinese JV Partner.



Exploration and Development Operations



2004 Exploration Program



Exploration Review:

In the field programs at BYC Gold project area in 2004 and early 2005, a structure-controlled mineralization zone was defined within the Dongwufenzi permit at the northern part of the BYC Gold project area. The mineralization zone is about 2km along strike and characterised with intersections of 1 to 5 g/t gold in isolated 1 m wide channel samples in numerous trenches and widespread artisanal mining pits along the zone.



A test drilling program with six holes was carried out in 2004 at the west end of the zone where the largest mining pit is located. Uncontinuous structure-controlled gold mineralization zones were intersected in five holes. Two high-grade zones of 73g/t gold over 1.5 metres and 38g/t over 1.7 metres were intersected beneath the largest artisanal pit in DH6.



Surface channel sampling over the artisanal mining pits at the east section of the mineralization zone was conducted by Minco



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geologists in May and June of 2005, and it is found that the mineralization zone at surface is generally from 2 to 6 metres in width. Weighted averaged channel sample results from within the pit area by Minco geologists are comparable with the previous trenching results provided by the Chinese partner.



Significant gold-bearing intersections from the pit sampling include:



05CK1: 1.84g/t Au over 11m (horizontal);

05CK3: 4.98g/t Au over 2m;

05CK4: 2.13g/t Au over 6m;

05CK5: 1.37g/t Au over 3m;

05CK8: 4.65g/t Au over 2m;



A diamond drill program consisting of 1,323 metres was initiated in the fourth quarter of 2005 and all diamond holes were drilled.  This program was designed to test new areas of mineralization exposed by illegal mining activity to the northeast strike extension from the major artisanal pit.  In the four holes drilled in 2005, three of them intersected the 100m-wide shearing zone which hosts gold mineralization within the altered and sheared granite in the north zone andthe fourth hole was ended in the Proterozoic sedimentary sequence and didnt penetrate the inner contact in the intrusion. Eight gold mineralization zones were intersected within the wide shear zone, and individual gold zone are listed in the Table below.  It is confirmed that the gold mineralization within the shear zone extended at least for more than 2,000 metres along strike at both surface and depth.

Gold mineralization intersected in test hols in 2005

|       |             |        |         |        |           |                   |                   
|------ | ----------- | ------ | ------- | ------ | --------- | ----------------- | ------------------
|DDH-ID | Inclination | Depth  | from(M) | to(M)  | Length(M) | Assay-AAS AU(PPM) | Fire Assay AU(G/T)
|DH30-1 | -50         | 314.44 | 240.24  | 245.54 | 5.3       | 0.378             | 1.31              
|DH26-1 | -50         | 349.28 | 59.75   | 61.25  | 1.5       | 1.397             |                   
|114.7  | 116.2       | 1.5    | 2.747   |       
|       |             |        | 98.6    | 103.3  | 4.7       |                   | 1.08              
|       |             |        | 130.2   | 131.6  | 1.4       |                   | 10.46             
|       |             |        | 136.4   | 137.8  | 1.4       |                   | 1.92              
|DH14-1 | -50         | 314.5  | 177.3   | 179.3  | 2         |                   | 2.32              
|       |             |        | 181.9   | 183.3  | 1.4       |                   | 1.11              
|       |             |        | 207.4   | 209.2  | 1.8       |                   | 1.11              
|       |             |        | 239.5   | 241.3  | 1.8       |                   | 4.44              





2007 Exploration Program



Exploration program in 2007 will consist of detailed structural geological mapping by an experienced structural specialist to identify structural controls on gold mineralization; Structural targets will be further tested by surface trenching.



VI.

GOBI GOLD PROPERTY





Location



The Gobi gold project is located in the Gobi Desert of western Inner Mongolia, approximately 300 kilometers north of Yinchuan, the capital city of the neighboring Ningxia Province, and 900 kilometers northwest of Beijing. The exploration permits surround the Zhulazhaga mine that is currently producing approximately 1,500 tonnes per day with a deposit average



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of 2.8 grams per tonne gold

[minco20fa121107006.jpg]





Work Program



§

2,000 metres of diamond core drilling focused in tracing the strike and dip extensions of the thick low-grade gold mineralization intersected in the previous drilling program.



Ownership



The Gobi Gold Project holds exploration permits that cover 30 square kilometres through Inner Mongolia Damo Mining Co. Ltd. (Damo Mining). To date, Minco has earned a 57% interest in the Damo JV by spending approximately $1.5 million. Minco has the right to acquire an additional 18%, increasing its ownership to 75%, by spending approximately $2.6 million on exploration and development.



Background



The Gobi Gold Project is the culmination of a series of regional stream and drainage sampling programs undertaken by the Exploration Institute of Land and Resources of Inner Mongolia ("EILR"). These programs highlighted several regional gold anomalies, some of which were followed up by mapping, prospecting, and more closely spaced geochemical sampling. Minco completed regional property evaluations in 1998 and signed a joint venture agreement in 1999 with the EILR that led to the creation of Damo Mining, a fully-licensed Sino-foreign co-operative joint venture to explore for metallic mineral deposits within the Inner Mongolia Autonomous Region.



Geology and Mineralization



The Zhulazhaga gold skarn is hosted by a sequence of Proterozoic platformal sediments which lie within the Tianshan-Xiangan Metallogenic zone. The metallogenic belt lies within a fold and thrust belt which is bounded to the north



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by the Siberian - Mongolian Craton and to the south by the North China Craton. Supracrustal rocks at Gobi are fractured and faulted, often about north trending axes and intruded by dykes and sills ranging in composition from diorites to granodiorites. Host lithologies include thin bedded limestone units and intercalated calcareous siltites.



Two skarn types are recognizable including distal skarns which lack any obvious intrusion association and proximal skarns which immediately flank diorite-carbonate contacts. Gold-copper skarn zones varied  in thickness from less than 1.0 metre to greater than 9.0 metres.  Numerous samples collected in different areas and across the width of the skarn zone had gold grades between 1.0 g/t to greater than 14.8 g/t gold. There is a strong association between the position of strongest mineralization proximal to north-south striking normal faults.



Grade of gold in character samples collected from mineralized outcrops during geological mapping:

|           |           |                          |          |            |           |                          |         
|---------- | --------- | ------------------------ | -------- | ---------- | --------- | ------------------------ | --------
|Serial No. | Field No. | Type of Samples          | Au (g/t) | Serial No. | Field No. | Type of Samples          | Au (g/t)
|1          | ZXG13     | Limonitized quartz vein  | 6.27     | 21         | ZXD81     | Limonitized quartz vein  | 4.04    
|2          | ZXG14     | Limonitized altered rock | 8.71     | 22         | ZXD82     | As above                 | 4.56    
|3          | ZXG15     | As abocve                | 4.46     | 23         | ZXD83     | As above                 | 0.24    
|4          | ZXG16     | As above                 | 1.34     | 24         | ZXD84     | As above                 | 0.03    
|5          | ZXG17     | As aboove                | 2.15     | 25         | ZXD85     | As above                 | 0.20    
|6          | ZXG18     | Limonitized quartz vein  | 0.09     | 26         | ZXD86     | As above                 | 0.64    
|7          | ZXG19     | Limonitized altered rock | 0.10     | 27         | ZXD87     | As above                 | 6.48    
|8          | ZXG20     | As above                 | 1.05     | 28         | ZXD88     | As above                 | 0.16    
|9          | ZXG21     | As above                 | 0.37     | 29         | ZXD51     | As above                 | 2.84    
|10         | ZXG22     | As above                 | 7.42     | 30         | ZXD53     | As above                 | 1.50    
|11         | ZXG23     | As above                 | 1.50     | 31         | ZXD49     | As above                 | 1.18    
|12         | ZXG24     | As above                 | 2.3      | 32         | Xgg12     | Limonitized altered rock | 14.6    
|13         | ZXG54     | Limonitized quartz vein  | 18.1     | 33         | ZXg01     | As above                 | 7.7     
|14         | ZXD57     | Limonitized altered rock | 1.50     | 34         | ZXg02     | As above                 | 28.8    
|15         | ZXD60     | Limonitized quartz vein  | 3.62     | 35         | ZXg03     | Limonitized quartz vein  | 0.8     
|16         | Xgg7      | As above                 | 0.12     | 36         | ZXg04     | As above                 | 0.17    
|17         | Xgg8      | Limonitized altered rock | 12.3     | 37         | ZXg05     | As above                 | 1.26    
|18         | ZXD80     | Limonitized quartz vein  | 13.2     | 38         | ZXg06     | Limonitized altered rock | 27.7    
|19         | ZXD90     | Limonitized altered rock | 18.0     | 39         | ZXg07     | As above                 | 26.8    
|20         | ZXD61     | As above                 | 0.4      | 40         | ZXg08     | As above                 | 10.1    



Results



Minco believes that the potential for discovering more extensive, near surface skarn mineralization is good, given the limited exploration that has taken place beyond the surficial oxide zones. An initial program of detailed ground magnetic surveys combined with geological mapping was completed to give better resolution of features controlling mineralization. Known mineralization is developed in calcareous sedimentary units and proximal to small felsic intrusions. Field examination of two prospects visited in 1999 showed features indicative of skarn style mineralization. The 2000 exploration program involved ground magnetic surveys and geological mapping over the two identified skarn prospects to establish drill targets. Field-checks of the remaining geochemical anomalies were conducted. The 2002 drill program tested results from previous exploration programs and 2003 fieldwork involved more drilling on the most favorable targets.



2007 Exploration Program



For the exploration year of 2007, a 2,000m drilling program has been proposed to evaluate exploration potential in areas where surface gold mineralization has been discovered in the geologically favorable terrain within the permit. The drilling program will be primarily focused on tracing the strike and dip extensions of the thick low-grade gold mineralization intersected in the previous drilling program.



JINNIUSHAN GOLD PROJECT

(Gold Bull Mountain Project)



On November 14, 2006 the Company announced that its wholly-owned subsidiary, Minco Mining (China) Corportion (Minco China) had acquired a mining license on the Jinniushan Gold Mine (Gold Bull Mountain), covering 0.18 km2, and an exploration permit (16.68 km2), covering the strike extension of the Jinniushan Gold Mine.  Total consideration for the acquisition of the mining license and the exploration permit was approximately US$1 million.  The Company at the time of the announcement was in its final stage of the due diligence on the project and the acquisition is subject to regulatory approval.



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Minco China has incorporated a local operation subsidiary in Hunan and the Gold Bull Mountain mining licenses were transferred to its subsidiary.



The 16.86 km2 GBM gold project covers most of the Jinniushan gold mineralization belt which extends for more than 15 kilometers and is recognizable with the distribution of abandoned artisan mining adits and tunnels on the property. The Gold Bull Mountain mining license is located in the middle of the belt.  High grade quartz-vein style gold mineralization is hosted in the late Proterozoic sandy slate characterized with obvious silification, seritization and pyrititization.  The Company commissioned the preparation of a NI 43-101 report on the Jinniushan Gold Project. The technical report dated December 28, 2006 was prepared by Peter G. Folk, P. Eng., of 280 Wood Dale Drive, Comp. 47, Site 21, Mayne Island, B.C., Canada, V0N 2J0.  The technical report was prepared under the guidelines of Canadian National Instruments 43-101.  The Company filed the Updated 43-101 technical report on January 3, 2007 via SEDAR.  Peter G. Folk has consented to the inclusion of this information and has authorized the relevant contents.  The information below is from the December 28, 2006 Technical Report.



Summary



The Jinniushan gold project, located in the western part of Hunan Province in the Peoples Republic of China, consists of a 0.178 km2 mining permit and a contiguous 16.78 km2exploration permit along strike.  These permits have been acquired by a wholly-owned Chinese subsidiary of the Company for a total consideration of about CDN$1,210,000 (which includes a Mining License and exploration permits) and have been transferred into a local subsidiary in Hunan Province.  The area under Minco control represents a portion of an historical mining district, which has been in periodic production utilizing small-scale artisanal methods since before the formation of the modern China in 1949.  Gold-quartz mineralization occurs primarily within reverse-brittle-ductile-shear veins in a compressive environment within Proterozoic sedimentary rocks.  Most of these dip to the southeast parallel to a nearby mapped thrust fault which occupies the contact between Proterozoic and Cretaceous to Tertiary sandy sediments.



To date Minco has re-opened, surveyed, mapped and sampled accessible portions of the primary historical underground mine on the acquired mining permit.  This work has identified accessible areas within the mine that warrant further exploration and development.  Since it appears that the upper portions of the mine have been mined out, the future of the mine depends upon exploration down-dip.  At the time of writing a program to evaluate the multitude of mine works, trenches and adits on the exploration permit had just started.  Work to date has shown the presence of significant gold values which, however, contain within the assay distribution a significant nugget effect which will have to be contended with by careful sampling and fire assaying.  A surface program to evaluate the potential of the contiguous exploration permit complements a recommended program of underground development and drilling on the mining permit.  A two-stage budget of $1,677,000 is proposed with the first phase totaling $600,000.



Property Description and Location



Through a 100% owned subsidiary, the Company has purchased, in eastern Hunan Province, China, a 0.178 km2 mining permit and a contiguous 16.78 km2exploration permit along strike.  The mining permit is located at 1100 40 15 east longitude and 280 38 15 north latitude, 40 km from the county seat of Yuanling.  The mining permit was transferred to the Minco subsidiary from the former state-owned Jinniushan Gold Mine and the exploration permit was acquired by taking over a private company.  Both permits are valid until mid-2009 and renewable thereafter.  Annual fees, relating to the area of the permits held, are less than $2,500 per year.  The law requires local compensation for temporary use of land for mining and exploration purposes; however, habitations and land under cultivation form only a small part of the whole area and are not considered to present a significant liability.  A China Compensation Fee on gold mined is 2% of net smelter revenue.



The mining permit is completely surrounded by the exploration permit and is defined by surveyed coordinates. Exploration permits in China are paper staked and can be defined by hand-held GPS units.  Being small underground mine workings of limited extent, the environmental liabilities that have been created by the various mining works are, in a Chinese context, not considered to be significant.  On exploration permits, the local (county) government is to be informed when work is to start and is in charge of some dealings with the local citizens.  For example at Jinniushan the local county government must deal with a small group of illegal miners said to be operating within the permit area.  Allowed underground work has been in progress for some time within the mining permit.





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Accessibility, Climate, Local Resources

Infrastructure and Physiography



The location is well situated along a large man-made hydroelectric reservoir and is accessible by road from the Changsha Highway and also by lake-boat.  Hydroelectric power, telephone lines, cell-phone service, labor, goods and services are available nearby.  The climate is sub-tropical and the topography is hilly with elevations ranging from 92 to 232 m above sea level.  Vegetation, where not tamed by agricultural terraces, is thick and bushy.  All manner of exploration and mining work can be conducted on a year-round basis.  Surface rights have been sufficient for the operation of the small historical mines, which have operated in the area and are not considered to present a significant problem.  Expanded operations in the case that larger deposits are discovered will require the establishment of tailings areas without connection to the lake.  Insofar as there are few habitations (except along the lake) and no significant villages in the area under discussion the placement of larger scale tailings and plant sites should present no unusual difficulties.



History



The mining history of the area is similar to many other places in China in which uncontrolled mining has taken place (and continues to take place in some areas) with little regard for health and safety, environment, proper land use etc.  The mining permit and on-strike portions of the exploration permit were actively mined for gold (both placer gold and hard rock mines) in the period before 1949 when communist China was established, private enterprises were confiscated, and the mines were closed. Only on the mining permit area was this work well organized, although mine plans, surveys and production figures have been lost.  When international gold prices increased in the 1970s hand mining at various locations resumed to be largely replaced by small local government operations at three locations in the 1980s.  In 1993, the local hydroelectric dam was completed and some of the historical mining areas were flooded.  In 2001 and 2004, the Federal Chinese government, in an attempt to bring some regulation and safety to gold mining, decreed the closure of two of the existing small (illegal) mines.  Production within the remaining mining permit stopped last year as part of a re-organization.



There are unconfirmed rumors that illegal hand miners are still operating in the area of the exploration permit.  In the history



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of the permit areas there has never been organized large or medium-scale mining.  Only the crudest of recovery methods using small crushers, gravity devices, cyanide ponds and mercury were utilized.  If records were ever kept, they have been lost.  Except for the active mining permit area, mine maps and engineering records do not exist.  Production figures are not known.  No drilling or other modern exploration techniques (geochemistry, geophysics, etc.) have ever been undertaken in the area.  On the exploration permit, to the northeast of the mining permit a group of mines was examined in 1992 by a geological unit of the Provincial Government.  Unfortunately, most of the results of this work are not available and, in any case, the most interesting zone, along about 900 m of strike length, became submerged when the hydroelectric reservoir was completed in 1993.



Geological Setting



Regional and Local Geology



The area of interest occurs within Paleozoic rocks of the South China Plate in unconformable and faulted contact with younger Cretaceous sediments.  A strong element of NW-SE compression is evident with abundant NE-SW fold axes and reverse faults striking in the same direction.  This is consistent with modern GPS observations, which show that entire area is moving to the southeast at a rate slightly less than 5 cm/year.  The geology of the region is divided into low-grade metamorphically altered:



·

Cretaceous to Tertiary sediments comprising sandstone, shale and coal seams (K and K-E).

·

Small remnants of Devonian-Permian sediments (D-P).

·

Precambrian (Sinian or Late Proterozoic) to Silurian sandstone and slate or shale (Z-S).

·

Proterozoic sediments comprising slate, sandstone and siltstone (Pt1 and Pt2).





Property Geology



Predominantly shear-hosted gold-quartz mineralization occurs in Proterozoic sandstones, and shales, which have undergone NW-SE compression.  The Proterozoic sequence is unconformably overlain by Cretaceous to Tertiary purplish sandy sediments and forms the central unit of a NE-SW trending anticline.  The southern contact between the two formations has been mapped as a thrust fault.  Gold mineralization is associated with brittle-ductile shears with a reverse sense of movement similar in form to the mapped thrust fault.  Shallow dipping tension veins splay off the shear veins, usually in the footwall.  The gold-quartz mineralization seen so far is entirely structurally controlled and the mineralizing fluids have barely affected the wall rocks.  The veins contain few examples of open space filling but rather appear to be of a deeply seated type containing ribbon structures consisting of alternating bands of country rock and vein quartz.  It appears that the shearing event within which the quartz veins were emplaced continued after the main mineralizing event to form re-sheared and brecciated veins.  Minor iron carbonate and sericitic wall rock alteration have been noted.



Deposit Types



Similar to the geometry of a mapped thrust fault are southeast variably dipping (usually about -500) quartz-pyrite (minor Pb, Zn, As) veins which have been emplaced within reverse-movement shears.  A secondary set of conjugate northwest dipping reverse shears is also present along with a flat set of quartz-filled tension fractures usually splaying off into the footwall.  In detail, the vein system is complex..  Theoretically, in this type of stress regime the individual mineralized ore shoots would likely have a strong horizontal trend.  Veins contain very little evidence of open-space filling and do not have banded epithermal characteristics.  Rather, white quartz veins containing ribbon structures and shearing which approaches the brittle-ductile provenance suggest a mesothermal setting.  The main focus of historical mining and of recent work has been on the set of shear veins located on the Mining Permit, however an additional six km of strike length is indicated to be prospective by the occurrence of numerous trenches and at least 17 small mine adits which are shown on existing maps.  Known shear veins average about 0.7 m in thickness, but there are locations where shear veins come close together and the intervening wall rock becomes permeated with tension veins.  In these cases much wider, but irregularly shaped, mineralized stockwork bodies may be formed.  Although presently there is no indication of disseminated mineralization, there could arise, through combinations of structures and naturally permeable sandstone host-rocks, a situation where low-grade bulk-mineable mineralization may be encountered. This aspect should also be explored.



Mineralization



The central part of the mine is developed on at least three separate, but related shear veins across a horizontal width of about



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60 metres.  The strike length of the main portion of the mine is about 350 metres.  Most of the vein material above the primary access levels has been mined out and some material has been mined below these levels by means of declines.  The future of the mine is downwards.  Although the declines are well below the level of the man-made lake, the mine is almost completely dry (from a mining point of view the presence of the lake will require some engineering care, however this is well understood by the technical people involved).  At the current level of knowledge there is no reason to think that the mineralization will not go to considerable depth.  Also, although the shear-veins cross cut local lithologies, there may eventually be found to be some lithological control to the mineralization.  Where shear veins come close together the intervening space can become riddled with tension veins leading to the supposition that there may be sections of the mine where the narrow-vein, open-stope mining utilized in the past may be replaced by larger scale mining techniques.



Exploration



2006 Exploration Program



Since August 2006, Minco Gold geologists have carried out a comprehensive investigation program consisted of underground surveying, mapping and sampling of accessible portions of the mine on the mining permit and a reconnaissance investigation over the exploration permit. Investigation was focused on Zone II and four major veins within the central section have been identified. The total strike length of the recognizable major vein zone is about 350m in the mining permit.



2007 Exploration Program



The major objective of exploration activities in 2007 is to further delineate and expand gold resource within the Gold Bull Mountain mining permit and to evaluate exploration potential within the exploration permit. Exploration programs consist of:



·

Underground development and 80mX50m grid drilling to delineate the mineable gold reserve from level 150m to level -100m within the mining permit;

·

Sketch mapping program over the Gold Bull Mountain exploration permit, investigating and sampling all the available mine openings, trenches, and prospect pits; rehabilitating the most interesting mine workings; trenching over the geologically favorable sections identified in the mapping program.



Drilling and underground development programs were initiated in early January 2007. Three drill rigs are in operation at the GBM camp.



MINCO BASE METALS



White Silver Mountain Property



The Company acquired its rights to the White Silver Mountain Project, a polymetallic project located in Gansu Province, China, pursuant to the co-operation agreement for mineral exploration and development between the Company and Baiyin Non-Ferrous Metals Corporation (BNMC) signed on November 17, 1997.  A fully licensed Sino-foreign joint venture company, Gansu Keyin Mining Co. Ltd. (Gansu Keyin) was formed to hold the mineral interests.  In order to earn up to an 80% interest in Gansu Keyin, which owns the rights to the White Silver Mountain project, the Company is required to spend a minimum of US$4.8 million (40 million RMB) on the White Silver Mountain property over a six-year period.  If the Company fails to spend the minimum amount, the Companys interest in Gansu Keyin will be capped by a predetermined formula as set out in the joint venture agreement.  BNMC contributed the exploration permit held by it and the geological data and research results, including drill core samples and maps, for its 20% interest in Gansu Keyin.



Following the completion of the above expenditures by the Company, each party is to make contributions to Gansu Keyin in proportion to their respective beneficial interests, pursuant to an option agreement dated December 22, 1999, with effective date of June 10, 1998.  The Company granted Teck an option to earn 70% of the Company's 80% interest, for a 56% net interest in Gansu Keyin, by assuming all of the Companys funding requirements until commercial production has been attained.  Since inception to December 31, 2006, total expenditures on the White Silver Mountain Project have been $3.79 million, of which $2.3 million was funded by Teck Cominco but credited to the Company.  As of the date of this Annual Report Teck Cominco has given up its interest.  The Companys interest under the agreement has now been capped at 63%.









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Gansu Keyin Mining Co. Ltd.



Gansu Keyin was formed to explore and develop the White Silver Mountain property. Gansu Keyin operates the project pursuant to a Sino-foreign co-operative joint venture contract between BNMC and the Company.  Under the terms of the joint venture contract, Gansu Keyins board of directors consists of seven directors of which the Company has the right to select four directors, including the chairman. Baiyin has the right to select the remaining three directors.



Due to the Companys majority ownership and majority representatives on the Gansu Keyins board, the Company controls Gansu Keyins operations in the ordinary course of business.  However, the following transactions by Gansu Keyin requires the unanimous approval by its board:  (i) terminating or dissolving Gansu Keyin; (ii) selling or mortgaging assets that have a value of 10% of Gansu Keyins assets; (iii) increasing or decreasing Gansu Keyins registered capital; (iv) borrowing by Gansu Keyin; (v) merging Gansu Keyin; (vi) guaranteeing on behalf of Gansu Keyin; and (vii) establishing organization under the board.  In August, 2003, the Company and BNMC entered into an amendment agreement to the original joint venture contract to stop the earn-in process on the White Silver Mountain project.  Pursuant to the terms of the joint venture contract, the Company has earned a 61% equity interest on the White Silver Mountain project.



Location and Description



The 71.49 square kilometer White Silver Mountain project includes exploration ground in or around a number of past and presently producing properties in the Baiyin Ore Field, located close to the city of Baiyin, in the Province of Gansu Province, China.  Baiyin is located 1,000 kilometers west of the City of Beijing.  The area is fully serviced by road and rail and has the entire required infrastructure to support an active mining operation.  The White Silver Mountain Project is located near the Xiaotieshan deposit which is currently being mined and operated by BNMC.  Gansu Keyin, the joint venture in which the Company has the right to earn an 80% interest, has concluded an agreement to explore the extensions of the mineralized zones being mined at Xiaotieshan as well as any new discoveries in the region.  Drilling and underground exploration undertaken by Gansu Keyin has focused on the area immediately below the producing Xiaotieshan underground mine testing the downward extensions of the ore lenses being mined by BNMC.  The agreement includes the areas immediately surrounding past and present mine workings but excludes the workings themselves and the BNMC milling and/or smelting operations.





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[minco20fa121107008.jpg]



Regional Geological Setting



The northern Qilian metallogenic province is one of the most important areas in China for the production of metallic ores.  It extends for over 1,000 km stretching northwesterly from Baoji, Shaanxi in the east to Subei, Gansu in the west with a width varying from 100 to 300 km.



It hosts the mineral fields of the Jinchuan Cu-Ni belt, sedex deposits of the Zhulongguan and Jingtieshan Groups, the VMS deposits of the Baiyinchang area, as well as those in the Longshan Group and the Dabanshan metallogenic belt.  Tectonically, the northern Qilian metallogenic province is made up of three different units.  In the north, the Longshoushan tectonomagmatic belt lies on the margin of the Alxa block and the Middle to Late Proterozoic mafic-ultramafic rocks are discontinuously distributed along the Lonshoushan uplift.  In the south, the northern Qilian Caledonian eugeosynclinal fold belt is composed mainly of the Lower Paleozoic thickly bedded marine volcanic series and sedimentary formations, as well as Middle to Upper Proterozoic strata.  The miogeosynclinal belt in the Hexi Corridor rests between the above two tectonic units and consists of fine-grained marine sedimentary clastic formations.  Most segments of this belt are overlain by post-Paleozoic sedimentary cover.



Property Geology



The Minco blocks are underlain by steeply southwest dipping Cambrian to Ordovician, marine supracrustal rocks surrounded by subhorizontal to shallow dipping younger Jurassic-Triassic sedimentary rocks.  The major tectonic regimes are typically fault-bound, and show evidence of repeated reactivation.  Quaternary loess deposits obscure bedrock exposures to the north and west of the Baiyin mining area and attain thicknesses of up to 20 metres in places.  The main ore host lithologies consist of a sequence of calc-alkalic mafic to felsic volcanic rocks intercalated with sedimentary rocks, intruded by synvolcanic foliated mafic to felsic dykes, sills and plugs ranging from gabbro-diabase to granite.  Later Caledonian albite granite porphyry stocks and diabase dykes are known to intrude the supracrustal assemblage.



Structurally, the volcano-sedimentary package shows two periods of folding.  An earlier fabric (S1) is oriented sub-parallel to bedding, strikes west northwest and dips steeply to the south southwest.  Gentle warping of the volcano-sedimentary sequence



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by open shallowly plunging cross folds results in a dome and basin interference map pattern.  The main Baiyin VMS Camp has an overall domal geometry, with the central area underlain by older quartz dacite, and then successively overlain by younger rocks including dacite, mafic volcanic rocks and clastic sedimentary rocks.  The lowermost quartz dacite member consists of at least four mini-volcanic pulses or cycles that are host to virtually all of the known VMS deposits at Baiyin.



Environmental Considerations



The Gansu Keyin joint venture agreement specifically excludes any areas of past or present mining activity.  The Company foresees no direct or indirect liabilities arising from the activities of BNMC on its own mine sites.  In the White Silver Mountain underground exploration area, Teck hired BNMC as a contractor to undertake all underground excavation.  BNMC was responsible for the disposal of all mining waste (mainly barren rock) in an environmentally sound manner.  Similarly, it is expected that BNMC would be retained as the mining contractor if the joint venture makes a positive production decision.  BNMC would have operational management of the project and would be responsible for adherence to sound environmental practice.  If smelting is done by BNMC, it would be governed by a standard commercial contract under which the handling and safe disposal of any attendant waste products would be BNMCs sole responsibility.



History



In the 1950s technical teams from the Chinese geological bureau began systematic exploration in an area surrounding historical gold producers that were exploiting small deposits from a siliceous oxide cap. Through the 1960s and 70s topographical surveys, geological surveys, geophysical surveys, surface trenching and diamond drilling were completed over an area two kilometers wide and four kilometers long. The results of this work led to the discovery of four massive sulphide deposits. Since 1956, the camp has produced copper, lead, zinc and precious metals from the four deposits. The historical records for the most part were not made available to Minco or the author of this report.



With the changes in the central governments economic philosophies in the mid 1990s came the realization that the mines within China had to be economically viable on an individual basis in order to survive. Therefore, the capital required for exploration was cut dramatically and other sources of funding were required. Minco signed a deal in 1998 with BNMC whereby Minco could earn an 80% interest in the regional exploration lease and in the two mining leases below 450 meters from surface by making certain expenditures on exploration work.



Minco was primarily funded through a joint venture agreement with Teck Corporation dated June 15, 1998 whereby Teck could earn 70% of Mincos 80% interest in the property by meeting various share purchase commitments and meeting various prefeasibilty, feasibility and production decision deadlines.  Due to commitments elsewhere Teck decided to pull out of the agreement in March, 2002.



Between 1998 and 2002, Teck conducted a comprehensive exploration program including line cutting, geophysical surveys, geological mapping, surface drilling and underground drilling.  A total of 219 km of grid lines was established in three grids (A, B, and C) covering the most prospective parts of the volcano-sedimentary sequence. Lines were spaced at 100m intervals with pickets established along the lines at 25 m intervals. All lines were established using a transit for control. The work was contracted to the Beijing University Survey Team and was completed in the summer of 2000.



A magnetometer survey was completed over the grid with readings taken at 25 m intervals along each grid line by the Lanzhou Geophysical Team in the summer of 2000. Crone Geophysics of Mississauga, Ontario, Canada completed DEEPEM electromagnetic surveys over the same grid. DEEPEM data was forwarded weekly via e-mail to geophysical consultant Gerard Lambert of Rouyn-Noranda, Quebec for processing and quality assessment. Separate reports on the results of the surveys were written by Mr. Lambert and Conrad Dix of Crone Geophysics.  Both the magnetic and electromagnetic survey results are of high quality. The Lanzhou Geophysical Team has many years of experience completing magnetic surveys in China and the attention to detail and repeatability of data was considered excellent. Crone Geophysics is a well established survey company world-wide and completed the electromagnetic surveys in a professional manner. A graduate geophysicist was on site at all times and handled geophysical difficulties as they arose. The consultant geophysicist used to further assess the data was complimentary with respect to the data quality and reliability.



Many electromagnetic anomalies were outlined in the results of the DEEPEM survey. Very strong anomalies having a strike length less than one kilometer with no coincident magnetic high responses were inferred to be formational and caused by graphitic sources. Electromagnetic anomalies having a strike length greater than 500 meters and coincident high magnetic responses were deemed to have the highest potential of representing concentrations of massive sulphides. A further filter prior



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to drilling was the perusal of maps and subsequent field checks for locations of previous holes drilled by BNMC.



The main goal of the geological mapping was to better understand the geology and in particular the structure and its relation to the ore zones in the VMS camp. Approximately 5 km2 was mapped at scales of 1:1 000 and 1:2 000.



In order to bring drill production up to standards expected by Canadian exploration companies, Minco purchased a Connors 20HH diamond drill with a suitable amount of spares and consumable products. The drill was operated by Canadian drillers using Chinese drillers as helpers with the intention of training the Chinese drillers in Canadian drilling techniques over the course of time.  The first 20 drill holes (XM -1 to -17 and 3 redrills) tested the area below the Xiaotieshan Mine (deeper than 450 m from surface) from underground collars. The re drills were necessary since the location of the drill stations were such that, in order to get deep intersections, the starting dips of the holes were necessarily at low angles to foliation in the rocks. In three instances the holes either deviated excessively or were not deviating the required amount to reach the target and were abandoned. Two other holes (XM 04 and XM 06) thought to have penetrated the target zone were actually stopped short of the horizon.



A total of 850 m of underground development was required to be completed to establish drill stations suitable for the intended targets. The underground development was done by the JieJian Team, a local contractor.  This drilling specifically targeted the down plunge extensions of thick massive sulphide zones recognized in the overlying mine. The overall geometry of the shoots is that of a broad 300 m long zone having a westerly plunge of approximately 50 degrees. Individual lenses within this broad trend are known to pinch and swell irregularly with thicknesses ranging from a few centimeters to as much as 30 meters.



Nine holes numbered WH-01 to WH-09 tested separate previously untested conductors from surface. The Conners drill was converted for surface use by the Canadian drillers and performed admirably.  Thirteen of the underground holes (Figure 5) intersected grades of copper, lead, zinc, gold and silver mineralization albeit generally over relatively thin intervals. Two exceptions to this are holes XM1544-03 (9.50 m true thickness of weighted average 1.55% Cu, 9.65% Pb, 16.92% Zn, 3.39 g/t Au and 229.15 g/t Ag) and XM1544-05 (14.19 m true thickness of weighted average 1.35% Cu, 4.17% Pb, 8.07% Zn, 1.15 g/t Au and 82.31 g/t Au). The 17 holes that reached their intended targets all intersected thick zones of alteration similar to the alteration associated with the higher grade zones indicating that the system is still active in the areas drilled.



Of the nine surface drill holes targeting geophysical anomalies, seven intersected obvious reasons for the geophysical anomalies (six intersected graphite, one intersected conductive shear zones) and the remaining two holes, drilled to test very weak DEEPEM anomalies in areas of good alteration, failed to intersect obvious reasons for the anomalies. There were no sections assayed in these holes that returned significant base or precious metal values. Drill logs (more than 500 pages) are available for review at Mincos Vancouver office.  A total of approximately $650,000 was spent on the various exploration programs by the Teck/Minco joint venture prior to Tecks return of the property back to Minco.



2007 Exploration Program



An Ordovician felsic volcanic sequence hosts all the known massive sulphide deposits in the Baiyinshan Massive Sulphide district. Exploration drilling completed between 1998 and 2001 intersected high grade massive sulphide ore bodies and demonstrated that massive sulphide bodies persist beneath the lower limits of the Xiaotieshan Mine. However, drilling was insufficient for calculating an inferred resource or to test for the extension of the eastern lens of massive sulphide. In 2007, an exploration program is planned to delineate the known mineralization beneath the Xiaotieshan Mine, including approximately 300 metres of underground drifting, development of four new drill stations, and 4,000 metres of drilling. A resource calculation will be conducted after the completion of the proposed drilling program. The Company is arranging with the mine operators access and development of the lower leads.



There are two exploration permits which are in good standing.  Both exploration permits expire on February 12, 2008.  On January 31, 2007 the Company announced that it would be proceeding with a reorganization and spin-off of its White Silver Mountain Property to Minco Base Metals Corporation (Minco Base Metals) with the intention to build a strong base metals company in China.  The initial ownership of Minco Base Metals will mirror the shareholder base of the Company, on a pro-rata basis, at the time of the reorganization with the ratio and record date to be determined by the Board of Directors of the Company.  It is anticipated that Minco Base Metals will seek a stock exchange listing and complete equity offerings to further develop the White Silver Mountain property and acquire additional base metals properties.  The spin-off will be subject to Shareholder approval at the Companys next Annual General Meeting & Special Meeting along with meeting certain regulatory requirements.





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The Company believes that separating its assets into two companies, with Shareholders holding proportionate interests in each company will provide a significant opportunity to increase overall shareholder value.  The proposed reorganization would provide greater market awareness and opportunities for the Companys White Silver Mountain Property.  In addition, the separation of the Companys Base Metals property interests from the Company's Gold property interests will provide both the Company and Minco Base Metals increased flexibility to utilize and exploit their respective assets.



ITEM 5

OPERATING AND FINANCIAL REVIEW AND PROSPECTS



This discussion and analysis of the operating results and the financial position of the Company for the three years ended December 31, 2006, 2005 and 2004 should be read in conjunction with the consolidated financial statements and the related notes.  Financial amounts (other than per share amounts) in the following discussion have been rounded to the nearest thousand dollars.



A.

OPERATING RESULTS



General



The Company is in the exploration stage and had no operating revenue during the years ended December 31, 2006, 2005 and 2004.  Since the signing of the Companys first co-operation agreement in China in 1995, the Company has been active in mineral exploration, property evaluation and acquisition in China and plans to build a portfolio of precious and base metals properties in China.  To date, the Company is in the exploration stage and has no operating revenue.



Since the signing of its first co-operation agreement in China in 1996, the Company has been active in Chinese mineral exploration, property evaluation and acquisitions and plans to build a portfolio of precious and base metals properties in China.  The Company has conducted exploration work on properties located in Sichuan, Xinjiang, Hebei, Inner Mongolia, and Gansu provinces of China, and investigated or evaluated many Chinese mineral properties.



Results of Operations (Canadian GAAP)



In the following discussion, financial amounts have been rounded to the nearest thousand dollars. For comparison, the Company's results of operations for the year from 2004 to 2006 and for the first quarter ended March 31, 2007 are included.



Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

And First Quarter ended March 31, 2007



EXPLORATION COSTS



First Quarter ended March 31, 2007 Compared to March 31, 2006



Gross exploration costs totaled $660,000 for the three months ended March 31, 2007 compared to $198,000 in 2006 ($373,000 including exploration on the Fuwan property). Over the three month period the Company expensed $660,000 (2006: $395,000) and recovered $NIL (2006: $78,000).



|                                                       |                            |                            |  |  | 
|------------------------------------------------------ | -------------------------- | -------------------------- |  |  | 
|Minco Gold:                                            | (Unaudited)
March 31, 2007 | (Unaudited)
March 31, 2006
|Gansu                                                  |                            |                           
|·
White Silver Mountain                                | 6,974                      | $ 5,180                   
|·
Yangshan, Anba                                       | 549                        | 4,209                     
|·
Minco-Qinqi
(formerly Western Extension of Yangshan) | 892                        | 7,212                     
|·
Longnan                                              | 219,837                    | 68,471                    
|Inner Mongolia                                         |                            |                           
|·
Gobi Gold                                            | 2,420                      | 9,052                     
|·
BYC                                                  | 6,820                      | 77,964                    
|Guangdong                                              |                            |                           
|·
Chengkeng                                            | 10,958                     | 25,838                    



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|                            |           |           |  |  | 
|--------------------------- | --------- | --------- |  |  | 
|Hunan                       |           |          
|·
Gold Bull Mountain        | 411,953   | -        
|Gross exploration costs     | 660,403   | 197,926  
|Exploration cost recoveries | -         | (77,964) 
|Expensed exploration costs  | (660,403) | (119,962)
|Guangdong                   |           |          
|·
Fuwan                     |           | 175,246  



The increase in exploration costs is due to field work conducted on the Longnan Properties and the drilling and underground development on the Gold Bull Mountain Properties during the three months ended March 31, 2007.





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Year Ended December 31, 2006 Compared to Year Ended December 31, 2005



For the year 2006, gross exploration costs totaled $3,017,000 compared to $3,069,000 in 2005. Over the 12 month period, ended December 31, 2006, the Company expensed $2,563,000 (2005: $2,731,000) and recovered $95,000 (2005: $338,000).



|                                                       |             |                |               
|------------------------------------------------------ | ----------- | -------------- | --------------
|                                                       | 2006        | 2005           | 2004          
|Gansu                                                  |             |                |               
|·
White Silver Mountain                                | 27,852      | $64,210        | $11,241       
|·
Yangshan, Anba                                       | 4,209       | 319,226        | 110,235       
|·
Minco-Qinqi
(formerly Western Extension of Yangshan) | 20,088      | 207,699        | 213,797       
|·
Longnan                                              | 416,215     | 81,169         | -             
|Inner Mongolia                                         |             |                |               
|·
Gobi Gold                                            | 11,151      | 15,382         | 96,607        
|·
BYC                                                  | 135,374     | 286,918        | 358,362       
|Guangdong                                              |             |                |               
|·
Chengkeng                                            | 56,034      | 89,884         | 380,800       
|·
Fuwan                                                | 943,206     | 2,004,354      | 86,938        
|Hunan                                                  |             |                |               
|·
Gold Bull Mountain                                   | 1,402,734   | -              | -             
|Gross exploration costs                                | 3,016,863   | 3,068,842      | 1,257,980     
|Exploration cost recoveries                            | (95,331)    | (337,674)      | (480,362)     
|Expensed exploration permits                           | (852,000)   | (1,739,594)    | -             
|Expensed exploration costs                             | (1,711,132) | (991,574)      | (777,618)     
|Capitalized mining permit costs                        | $  358,400  | $            - | $            -





Most of the increase in exploration costs in 2006 is due to the $1,403,000 costs on Gold Bull Mountain, which included the payment of $852,000 for exploration permit, $358,400 on acquisition of Mining License and $193,000 on exploration costs. The Company also spent $416,000 exploration costs on Longnan project and $135,000 on BYC project.



For the period during from January 1 to November 16 in 2006, Minco Silver spent $943,000 on Fuwan silver project.



a.

In July 2006, Minco Chinas wholly owned subsidiary Yuanling Minco entered into a Gold Bull Mountain Mining License Transfer Agreement with Yuanling County Government.  On August 10, 2006, the Gold Bull Mountain Mining License was transferred to Yuanling Minco. In 2006, the Company has paid a total of RMB 2,546,652 (approximately $358,400).



On August 5 2006, the Company entered into a Shareholding and Enterprise Assets Transfer Agreement to acquire Huaihua Tiancheng in order to obtain exploration permits for the areas around the Gold Bull Mountain mining licensed area. The acquisition price was RMB 6,000,000 (approximately $852,000), which was paid as of December 31, 2006.



b.

On September 28, 2006, New Cantech notified the Company that it did not want to proceed with the BYC Option, and the two parties signed a termination agreement on October 3, 2006. Pursuant to the BYC Option Agreement, New Cantech reconveyed to the Company all of its rights and interest in and to the BYC project.



As of September 28, 2006, New Cantech has spent $781,588 on geophysical and geochemical surveys, geology and drill holes. In the period ended September 28, 2006, the direct costs and management fees incurred on the BYC project totalled $95,331 (2005: 286,918, 2004: $358,362, 2003: $40,977), which were repaid by New Cantech.



The Companys exploration costs represent expenditures to undertake and support exploration activities on the Companys properties.  As of December 31, 2006, the Company committed to pay $50,000 (approximately RMB339,000) for Longnan drilling programs.





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Administrative Expenses



First Quarter ended March 31, 2007 Compared to March 31, 2006



Prior to November 17, 2006, the Company owned the majority of the shares of Minco Silver and consolidated the results of Minco Silver with the Companys. Since that date the Company has accounted for the investment on an equity basis. The table below presents the Statement of Operations for the Company for the three months ended March 31, 2007 and 2006, as reported and on an equity basis, to provide a more meaningful comparison of results:





|                                            |   |                                              |   |                                              |   |                                
|------------------------------------------- | - | -------------------------------------------- | - | -------------------------------------------- | - | -------------------------------
|                                            |   | (Unaudited)
Three months ended March 31,2007 |   | (Unaudited)
Three months ended March 31,2006
|                                            |   | As Reported, Equity basis                    |   | Restated on an Equity basis                  |   | As Reported, Consolidated basis
|                                            |   |                                              |   |                                              |   |                                
|Exploration costs                           | $ | 660,403                                      | $ | 119,962                                      | $ | 295,208                        
|                                            |   |                                              |   |                                              |   |                                
|Administrative expenses                     |   |                                              |   |                                              |   |                                
|Accounting and audit                        |   | 24,532                                       |   | 71,652                                       |   | 123,261                        
|Amortization of equipment                   |   | 13,740                                       |   | 9,555                                        |   | 13,893                         
|Consulting fees                             |   | 28,375                                       |   | 32,343                                       |   | 54,534                         
|Director's fees                             |   | 19,500                                       |   | -                                            |   | -                              
|Foreign exchange gain                       |   | (60,366)                                     |   | (9,114)                                      |   | (9,459)                        
|Investor relations                          |   | 114,177                                      |   | 87,959                                       |   | 156,500                        
|Legal                                       |   | 7,507                                        |   | 5,583                                        |   | 10,962                         
|Listing, filing and transfer agents         |   | 21,832                                       |   | 16,708                                       |   | 27,854                         
|Meals and entertainment                     |   | 10,838                                       |   | 9,023                                        |   | 14,178                         
|Office and miscellaneous                    |   | 32,147                                       |   | 30,832                                       |   | 49,755                         
|Property investigation                      |   | 36,499                                       |   | 22,362                                       |   | 41,208                         
|Rent                                        |   | 60,398                                       |   | 48,726                                       |   | 77,750                         
|Salaries and benefits                       |   | 180,192                                      |   | 83,270                                       |   | 132,301                        
|Stock based compensation                    |   | 389,000                                      |   | 110,000                                      |   | 206,000                        
|Telephone                                   |   | 4,053                                        |   | 3,715                                        |   | 6,478                          
|Travel and transportation                   |   | 21,807                                       |   | 8,745                                        |   | 15,853                         
|                                            |   | 904,231                                      |   | 531,359                                      |   | 921,068                        
|Operating loss                              |   | (1,564,634)                                  |   | (651,321)                                    |   | (1,216,276)                    
|Other income (loss)                         |   |                                              |   |                                              |   |                                
|Equity loss from investment in Minco Silver |   | (667,869)                                    |   | (284,844)                                    |   | -                              
|Write down of short-term investments        |   | (308)                                        |   | (99,455)                                     |   | (99,455)                       
|Interest and sundry income                  |   | 89,510                                       |   | 73,355                                       |   | 126,001                        
|Loss before non-controlling interest        |   | (2,143,301)                                  |   | (962,265)                                    |   | (1,189,730)                    
|Non-controlling interest                    |   | -                                            |   | -                                            |   | 227,465                        
|Loss for the period                         | $ | (2,143,301)                                  | $ | (962,265)                                    | $ | (962,265)                      





The Companys administrative expenses include overhead associated with administering and financing the Companys exploration activities. In the period ended March 31, 2007, the Company spent a total of $904,000 on administrative expenses compared to $921,000 (or $531,000 on an equity basis) in the same period of 2006. In general, the administrative expenses have increased in Minco Gold as the Company has increased the number of employees resulting in increased salaries and compensation expense and investor relations expenses.



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Significant changes in expenses are as follows:



·

Professional fees (accounting, audit and legal fees) for the period ended March 31, 2007 were $32,000, as compared to $134,000 (or $77,000 on an equity basis) in the same period of 2006. The 2006 accounting and audit fees were high due to the 2005 fiscal years actual audit fees exceeding the amount accrued at December 31, 2005.

·

Personnel costs (comprising salaries, benefits and consulting fees) for the period ended March 31, 2007 were $209,000, compared to $187,000 (or $116,000 on an equity basis) in the same period of 2006. The increase is a result of the Company recruiting several senior level employees in Canada and China throughout 2006, including a VP Corporate Development and a CFO in Canada and senior employees in China. The Company expects that salaries expense will increase further in coming periods as it hires additional employees in Canada and China including a VP of Exploration.

·

The Company incurred investor relations expense of $114,000 in the period ended March 31, 2007 compared to $157,000 (or $88,000 on an equity basis) in the same period of 2006. The Company retained the services of these investor relations groups: Boardmarker Consultancy Group, O&M Partners LLC, and  will start the service of Global Capital Group Ltd. from  May 1, 2007.

·

For the three months ended March 31, 2007, the Company realized a foreign exchange gain of $60,000 as a result of an increase in the Canadian dollar value of its RMB-denominated net assets, as compared to a gain of $9,000 in the same period of 2006.

·

The Company recorded stock based compensation in the first quarter of 2007 of $389,000 compared to $206,000 (or $110,000 on an equity basis) in the comparative period. The increase was attributable to the options granted to the increased staff discussed above.



In the period ended March 31, 2007, the Company granted 215,000 stock options to employees and consultants with an exercise price of $1.79.



Year Ended December 31, 2006 Compared to Year Ended December 31, 2005



The Companys administrative expenses include overhead associated with administering and financing the Companys exploration activities. Minco Gold and Minco Silver share its Vancouver and China offices. Minco Gold allocates a portion of salaries, rent and office administration expenses at cost to Minco Silver.



In the year ended December 31, 2006, the Company spent a total of $5,792,000 on administrative expenses compared to $2,858,000 in 2005. Of these expenses, $2,820,000 was non-cash stock based compensation expenses compared to $374,000 in the same period of 2005.



Minco Silver increased its operating activity after its public listing on the TSX on December 1, 2005; in March 2006, Minco China set up a new branch office in Gansu which is mainly responsible for Gansu-Longnan properties. Minco China also set up a new wholly-owned subsidiary Yuanling Minco in July 2006 and acquired Huaihua Tiancheng in August 2006. Many expenses such as office and miscellaneous, rent and telephone increased accordingly. Changes in other significant expenses were:



·

Personnel costs (comprising salaries, benefits and consulting fees) for the year ended December 31, 2006 were $813,000, compared to $613,000 in 2005. The increase is a result of more operating activity after Minco Silvers public listing. In addition, in late 2005 and early 2006, the Company recruited several senior level employees in Canada and China, including a CFO, a VP Corporate Development and investor relations manager. The Company expects that salaries expense will increase further in coming periods as it hires additional employees in and China, a VP Exploration for all projects and a VP Operations to manage the development of the Fuwan property.

·

Following Minco Silvers public listing, the Company undertook investor relations initiatives for both Minco Gold and Minco Silver. The Company increased investor relations initiatives by attending more investment conferences and experienced higher printing costs related to IR activities. As a result, the Company incurred investor relations expense of $843,000 in the year ended December 31, 2006 compared to $453,000 in 2005. The Company retained the services of several investor relations groups, including Boardmarker Consultancy Group, O&M Partners LLC, K Crew Communications Inc., etc.

·

For the year ended December 31, 2006, the Company incurred a foreign exchange gain of $237,000 as a result of an increase in the Canadian dollar value of its RMB-denominated net assets, as compared to a loss of $10,000 in 2005.



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·

The Company recorded $2,820,000 stock based compensation in 2006, of which $1,432,000 (2005: $323,000) related to Minco Gold and $1,388,000 (2005: $51,000) related to Minco Silver. The increase in this expense was attributable to higher vesting of stock options in the year, which in turn resulted in an increased fair value of stock options.



In 2006, Minco Gold granted 2,197,000 stock options to its directors, officers, employees and consultants at the price range from $1.43 to $2.55 per share. Minco Gold recorded $1,432,000 of stock based compensation expense in 2006 (2005 - $323,000).



In 2006, Minco Silver granted 725,000 stock options to its directors, officers, employees and consultants at the price range from $2.80 to $3.67 per share. The Company recorded $1,388,000 of stock based compensation expense prior November 17, 2006 (2005 - $51,000).



Year Ended December 31, 2005 Compared to Year Ended December 31, 2004



The Companys administrative expenses include overhead associated with administering and financing the Companys exploration activities. In the year ended December 31, 2005, the Company spent a total of $2,858,000 on administrative expenses compared to $2,468,000 in 2004. Minco Gold and Minco Silver share its Vancouver and China offices. Minco Gold allocates a portion of salaries, rent and office administration expenses at cost to Minco Silver.  In 2004, Minco Silver only included three months of operations. In 2005, many expenses such as office and management, rent and telephone increased due to the longer operating period for Minco Silver in fiscal 2005. Changes in other significant expenses were:



·

Professional fees (accounting, audit and legal fees) for the year ended December 31, 2005 were $337,000, as compared to $101,000 in 2004. The increase largely results from 2005 being the first full fiscal year for Minco Silver and was also due to the services provided for the review of Minco Silver prospectus and the preparation for IPO.

·

Personnel costs (comprising salaries, benefits and consulting fees) for the year ended December 31, 2005 were $700,000, compared to $556,000 in 2004. The increase is a result of 2005 being Minco Silvers first full year of operations. In addition, however, the Company recruited several senior level employees in Canada (including a vice president exploration and an investor relations manager) and China. The Company expects that salaries expense will increase further in coming periods as it hires additional employees in China.

·

The Company spent $181,000 on regulatory and filing in 2005 compared to $62,000 in 2004. The increase was mainly due to the filing costs for Minco Silvers prospectus and IPO, which occurred in 2005, for $77,000.

·

In advance of Minco Silvers public listing, the Company undertook investor relations initiatives for both Minco Gold and Minco Silver. As a result, the Company incurred investor relations expense of $343,000 in fiscal 2005 compared to $294,000 in 2004. The increase is mainly due to more investor relations activities and increased investor awareness programs. During 2005, the Company retained the services of three investor relations groups: AGORA Investor Relations Corp., Boardmarker Consultancy Group, and O&M Parterners LLC.

·

In 2005, the Company spent $331,000 on property investigation, compared to $174,000 in 2004; the increase reflects the initiatives to investigate and evaluate additional gold and silver properties.

·

For the year ended December 31, 2005, the Company incurred a foreign exchange loss of $10,000 as a result of a decrease in the Canadian dollar value of its RMB-denominated net assets, as compared to a loss of $326,000 in 2004.

·

Minco Gold recorded $374,249 of stock based compensation expense in 2005 compared to $506,000 in 2004. The change reflected lower vesting of stock options in the current year.  In 2005, Minco Silver granted 2,740,000 stock options to its directors, officers, employees and consultants with $1.25 per unit. Minco Silver recorded $51,000 of stock based compensation expense in connection with this grant. (2004: nil).



INTEREST AND SUNDRY INCOME



First Quarter ended March 31, 2007 Compared to March 31, 2006



To date the Company has been in the exploration stage and has not earned significant revenue other than interest income, office sublease income, drilling tools rental income and management fees. In the three months ended March 31, 2007, interest and sundry income was $90,000 compared to $73,000 on an equity basis in the comparative period. The 2007 increase was mainly due to a higher interest rate.









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Year Ended December 31, 2006 Compared to Year Ended December 31, 2005



To date the Company has been in the exploration stage and has not earned significant revenue other than interest income, office sublease income, drilling tools rental income and management fees. In the year ended December 31, 2006, interest and sundry income was $674,000 compared to $476,000 in 2005. The 2006 increase was mainly due to increased balances invested, although yields have risen in the last year. Interest income increased to $578,000 in 2006 from $389,000 in 2005; management fees and rental income decreased from $86,000 in 2005 to $58,000 in 2006. The Company also recorded short-term investment income of $38,000 from the sale of 80,000 common shares of New Cantech (2005 - $ nil).



As at December 31, 2006, short-term investments consisted of: short term fixed deposits, cashable guaranteed investment certificates; three bonds issued by the Canadian government (maturing from September 15, 2008 to April 1, 2015); a Canadian government treasury bill (maturing on April 5, 2007), and 420,000 shares of New Cantech Venture Inc. (New Cantech) common shares. The market value of the shares was $277,000 on December 31, 2006.



At December 31, 2006, the yields on the short-term investments were between 1.08% and 4.35% per year (December 31, 2005  1.71% to 4.3%).



As at December 31, 2005, short-term investments consisted of: cashable guaranteed investment certificates issued by one of the large Canadian banks; a Canadian government treasury bill maturing on May 18, 2006; four bonds issued by the Canadian government (maturing from September 15, 2008 to April 01, 2015); and 500,000 shares of New Cantech Venture Inc. (New Cantech) common shares. The market value of the shares was $75,000 on December 31, 2005.



Year Ended December 31, 2005 Compared to Year Ended December 31, 2004



To date the Company has been in the exploration stage and has not earned significant revenue other than interest income, office sublease income, drilling tools rental income and management fees. In 2005, interest and sundry income was $476,000 compared to $318,000 in 2004. The 2005 increase was mainly due to the increased investments resulting in higher interest revenue; interest income increased from $202,000 in 2004 to $389,000 in 2005.



NON CONTROLLING INTEREST



First Quarter ended March 31, 2007 Compared to March 31, 2006



The Companys ceased to consolidate Minco Silver as of November 17, 2006, consequently there was no non-controlling interest in the loss of Minco Silver during the period ended March 31, 2007 compared to $227,000 during the period ended March 31, 2006.



Year Ended December 31, 2006 Compared to Year Ended December 31, 2005



The Companys non-controlling interest in the loss of Minco Silver in 2006 amounted to $1,382,000 compared to $1,182,000 in 2005.



Year Ended December 31, 2005 Compared to Year Ended December 31, 2004



The Companys non-controlling interest in the loss of Minco Silver in 2005 amounted to $1,182,000, which increased from $13,000 in 2004. This was due to the increase in outside share holders in Minco Silver from 30% to 44.4% following the initial public offering (IPO) in December 2005 and increased Minco Silver costs in 2005.



Financial Position (Canadian GAAP)



First Quarter ended March 31, 2007 Compared to March 31, 2006



Since the Companys last year end on December 31, 2006, its total assets have decreased from $19,585,000 to $18,048,000 at March 31, 2007.  None of the components of total assets have changed significantly in that period other than some of the short-term investments were converted to cash.





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Year Ended December 31, 2006 Compared to Year Ended December 31, 2005



The Companys total assets have changed from $18,644,000 on December 31, 2005 to $19,585,000 at December 31, 2006



Summary of Quarterly Results (Canadian GAAP)



The following table summarizes selected financial information for the eight most recently completed quarters:



|                                              |             |           |             |             |             |             |           |          
|--------------------------------------------- | ----------- | --------- | ----------- | ----------- | ----------- | ----------- | --------- | ---------
|                                              | 2007        | 2006      | 2005       
|                                              | Q1          | Q4        | Q3          | Q2          | Q1          | Q4          | Q3        | Q2       
|Interest and sundry income                    | $89,510     | $173,201  | $179,545    | $194,884    | $126,001    | $293,269    | $49,829   | $62,509  
|Net income (loss)                             | (1,984,971) | 3,078,835 | (2,170,137) | (1,280,757) | (1,217,265) | (1,481,107) | (971,812) | 1,870,158
|Net income (loss) per
share basic and
Diluted | (0.05)      | 0.07      | (0.05)      | (0.03)      | (0.03)      | (0.04)      | (0.03)    | 0.05     



During the most recent eight quarters, the Company had no discontinued operations or extraordinary items.



Some period-to-period fluctuations are the result of specific exploration initiatives.



In the last quarter of 2006, the Company generated a dilution gain of $5,213,000 on November 16, 2006 on the issuance of shares by Minco Silver pursuant to a short form prospectus and recorded equity loss on investment in Minco Silver of $521,000.



In 2005, the Company recorded a dilution gain of $2,953,000 in the second quarter as the change in the non-controlling interest of its investment in Minco Silver.



Year Ended December 31, 2005 Compared to Year Ended December 31, 2004



The Companys total assets increased from $13,026,000 on December 31, 2004 to $18,644,000 at December 31, 2005. The bulk of the increase is represented by temporary investments (which increased by $5,351,000). The increase in total assets results from the investment received into Minco Gold and Minco Silver as a result of financing and the exercise of warrants and options. Share capital (primarily from the issuance of common shares) increased by $3,497,000 from $24,690,000 in 2004 to $28,187,000 in 2005, offset by the Companys $1,013,541 loss in 2005.



On November 11, 2005 the Company received Listing approval on The American Stock Exchange (AMEX). The Company began trading on the AMEX on November 22, 2005 with its trading symbol on the AMEX as MMK which has subsequently been changed to MGH.



On December 1, 2005, Minco Silver announced that it had received approval of its application to list its common shares on the Toronto Stock Exchange (TSX). Minco Silvers common shares began trading on the TSX on December 2, 2005. Minco Silvers trading symbol is MSV.



EXCHANGE RATES



The Company maintains its accounting records using the Canadian dollar as the functional currency.  The Company translates foreign currency transactions into its functional currency in the following manner:  At the transaction date, each asset, liability, revenue and expense is translated into Canadian dollars at the exchange rate in effect on that date.  At each period end, all monetary assets and liabilities are translated into the functional currency by using the exchange rate in effect at that date.  The resulting foreign exchange gains and losses are included in the consolidated statement of operations.  The Company pays for its expenses related to its Chinese joint ventures in Canadian dollars which are then converted into Chinese RMB.  The Company does not believe that foreign currency fluctuations have had a material impact on its financial condition.  However, no assurance can be given that material foreign currency fluctuations will not occur in the future.  The Company does not engage in foreign currency hedging transaction.





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INFLATION



The Company does not believe that inflation will have a materially adverse effect on its financial condition.  However, no assurance can be given that the Company will not experience a substantial increase in inflation.



CRITICAL ACCOUNTING ESTIMATES



The preparation of the Companys financial statements requires management to make various judgments with respect to estimates and assumptions. On an ongoing basis, management regularly reevaluates its estimates and assumptions; however actual amounts could differ from those based on such estimates and assumptions.   In the opinion of management, none of the accounting estimates reflect matters that are highly uncertain at the time the accounting estimate is made or that would have a material impact on the Companys financial condition, changes in financial condition or results of operations.



MINERAL PROPERTY COSTS



One of the most critical areas where estimates are used is in the area of the valuation of its carrying value of its mineral property costs. Under Canadian GAAP, the company records its interests in mineral properties at cost.



The costs of acquiring mineral properties and related exploration and development expenditures are deferred and would be amortized against future production following commencement of commercial production or are written off if the properties are sold, allowed to lapse or abandoned. General exploration, overhead and administration costs are expensed in the period incurred.  The estimated values of all properties are assessed by management on a continual basis. This assessment may be estimated by quantifiable evidence of a geological resource or reserve or the companys assessment of its ability to sell the property for an amount greater or less than the carrying value. If the carrying values exceed estimated recoverable values, then the costs are written down to the estimated recoverable values.  Managements estimates of mineral prices, recoverable resources, and operating, capital and reclamation costs are subject to certain risks and uncertainties that may affect the recoverability of mineral property costs.



Although management has made its best estimate of these factors, it is possible that changes could occur in the near term that could adversely affect managements estimate of the net cash flows to be generated from its properties. The company presently has no proven or probable reserves.  Option payments received are treated as a reduction of the carrying value of the related mineral property and deferred costs until the payments are in excess of costs incurred, at which time they are then credited to income.



STOCK-BASED COMPENSATION



Another significant estimate relates to accounting for stock-based compensation. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the companys stock options granted/vested during the year.  The Company has adopted the Canadian Institute of Chartered Accountants (CICA) Section 3870  Stock-based Compensation and Other Stock-based Payments, which requires an expense to be recognized in the financial statements for all forms of employee stock-based compensation, including stock options. Effective January 1, 2004, the Company adopted the accounting procedures recommended by the Canadian Institute of Chartered Accountants Handbook section on stock-based compensation and other stock-based payments.  Previously, the Company did not record any compensation cost on the granting of stock options to employees and directors as the exercise price was equal to or greater than the market prices at the date of the grant.



The Company now expenses, over the vesting period, the fair value of the options at the date of grant.  As permitted by this Handbook section, the Company applied this change retroactively, without restatement, for options granted on or after January 1, 2003.  The Companys other significant accounting policies are described in the notes to the audited financial statements for the year ended December 31, 2006.



SIGNIFICANT CHANGES IN ACCOUNTING POLICIES



The Companys significant accounting policies are described in the notes to the audited financial statements and are included in the interim financial statements for the Company. There has been no change in the Companys accounting policies in the current period.



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B.

LIQUIDITY AND CAPITAL RESOURCES



Currently, none of the Companys projects are producing revenues.  To provide working capital for its operations and project development, the Company plans to raise additional funds within 12 months.  Traditionally, the Company has raised capital through the issuance of common shares.  It is contemplated that it will continue to raise capital primarily through investors consisting of resource investment groups, senior mining companies, and public financing through the facilities of the Toronto Stock Exchange.  However, no assurance can be given that the Companys future capital requirements will be obtained.  The Companys access to capital is always dependent upon future financial market conditions, especially those pertaining to venture capital situations such as mining exploration companies.



First Quarter ended March 31, 2007 Compared to March 31, 2006



For the period ended March 31, 2007, the Company used cash of $1,197,000 to support operating activities compared to $883,000 in the same period of 2006.  The Companys net loss for the current quarter of $1,985,000 accounted for most of the use of cash, although the loss was offset by expenses not requiring cash comprising amortization of $14,000, stock-based compensation of $389,000 and the equity loss on its investment in Minco Silver of $510,000.



For the period ended March 31, 2007 the Company did not generate any cash from financing activities compared to $802,000 generated from the issuance of shares in the comparative period. In the first three months of 2006, Minco Gold generated cash of $220,000 from the issuances of 406,500 common shares through exercise of stock options at the price range from $0.20 to $0.55 per share, exercise of 250,000 broker options at $1.40 per share for proceeds of $350,000, and exercise of 104,000 warrants at the price range from $1.50 to $1.70 per share for proceeds of $169,000. In addition, Minco Silver generated a total of $62,000 from the 49,900 share purchased exercised at $1.25 per share.



In the first three months period ended March 31, 2007, the Company generated $4,038,000 from investing activities compared to $58,000 in the same period of 2006. $3,540,000 was generated from the reduction of liquid short-term investments and $513,000 was generated from the reduction in the amount due from Minco Silver. The Company also spent $15,000 to purchase new equipment and capital assets.



The Companys cash and short-term investment balance at March 31, 2007 amounted to $10,472,000, which is sufficient to fund the Companys operations and exploration activities for at least 12 months.



The Company has an authorized capital of 100,000,000 common shares with no par value. As at March 31, 2007 and December 31, 2006, the Company had 42,865,219 common shares outstanding compared to 38,633,992 common shares outstanding at December 31, 2005.  During 2006, the Company generated $4,853,000 through the exercise of share purchase warrants and employee stock options.  During 2005, the Company generated $845,000 through the exercise of share purchase warrants and employee stock options.  As at March 31, 2007, Minco Gold had 580,500 share purchase warrants outstanding exercisable at $2.00 per share expiring in July 2007.



As at December 31, 2006, Minco Gold had 2,945,334 stock options outstanding, exercisable at varying prices between $0.20 and $2.55 per share.  The maximum number of shares that are potentially issuable for Minco Gold is 46,391,053.



As at March 31, 2007, 379,516 (December 31, 2006  759,030: December 31, 2005  - 1,518,058) of the shares issued were held in escrow. Under the original escrow agreement, 4,880,000 escrow shares were to be released based on the Companys expenditures on exploration and development of a particular resource property. In July 2005, the Company released 1,473,264 escrow shares based on exploration expenditures. In June 2005, the Companys shareholders approved a new escrow agreement that will result in the remaining 1,518,058 escrow shares being released over a period of 18 months on a time release basis: (a) 379,514 escrow shares in January 2006; (b) 379,514 escrow shares on July 1, 2006; (c) 379,514 escrow shares in January 2007 and (d) 379,516 escrow shares on July 1, 2007.



Year Ended December 31, 2006 Compared to Year Ended December 31, 2005



In 2006, the Company used cash of $5,387,000 to support operating activities compared to $3,530,000 in 2005.  The net loss in 2006 was $1,589,000. In order to reconcile the loss to cash flows, it is necessary to eliminate non-cash expenses, such as amortization of $52,000, stock-based compensation of $2,820,000 and equity loss on investment in Minco Silver of $521,000.





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In addition, certain other operating items did not generate cash including a dilution gain of $5,213,000, write up of short-term investments $19,000 and the minority non-controlling interest in the loss of $1,382,000. Its also necessary to consider cash used or generated by non-cash working capital items. In aggregate, non-cash working capital used cash of $577,000.



In 2006, the Company generated cash of $4,940,000 from financing activities, compared to $9,343,000 in 2005. The 2006 financing included issuance of common shares in Minco Gold, which generated $4,853,000, including exercise of options $1,130,000 and exercise of warrants $3,723,000.



During the period from January 1, to November 16, 2006, Minco Silver generated a total of $87,000 from the issuance of common shares by exercise of warrants.



In the year ended December 31, 2006, the Company used $185,000 in investing activities compared to $5,439,000 in 2005. In the current year there was an increase of  $133,000 in the cash advanced from Minco China to Minco Silver, $358,000 was used in purchasing the Gold Bull Mountain Mining License, and $222,000 was spent to purchase new equipment and capital assets. The Company generated cash of $535,000 from short-term investments.



The Companys cash and short-term investment balance at December 31, 2006 was $11,171,000, which is sufficient to fund the Companys operations and exploration activities for at least 12 months.



Year Ended December 31, 2005 Compared to Year Ended December 31, 2004



At December 31, 2005, the Companys cash and short-term investment balance amounted to $17,898,058 as compared to $12,173,026 at December 31, 2004.  During 2005, the Company generated $845,000 through the exercise of outstanding warrants and employee stock options as compared to $1,145,266 as at December 31, 2004. At December 31, 2005, the Company had working capital of $17,494,993 as compared to $12,513,068 as at December 31, 2004.  A total of 808,667 options were exercised and 281,428 warrants were exercised during the fiscal year ended December 31, 2005.  The particulars of all capital raising transactions for the last two years are detailed below.  Proceeds of these financings have been used for exploration and for development expenditures (only when and if warranted) in connection with the Company's mineral projects located in China, for working capital and for acquisition of additional projects.



Minco Gold:



·

In October 2004, Minco Gold completed a non-brokered private placement of 3,571,428 units priced at $1.40 per unit with each unit consisting of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable for a period of twenty four months, allowing the holder to acquire one common share for a price of $1.70. This offering raised gross proceeds of $5,000,000; the Company incurred costs of $546,000 in connection with this offering.



·

On July 22 2005, the Minco Gold completed a non-brokered private placement of 2,500,000 units priced at $1.15 per unit with each unit consisting of one common share and one common share purchase warrant. Each warrant is exercisable for a period of two years from the date the financing is closed, allowing the holder to acquire one common share for a price of $1.50 during the first year and $2.00 during the second year from the closing date.  If at any time after the expiry of the four month hold period the published closing trade price of Minco Golds common shares on the TSX Exchange exceeds an average price of $2.15 for 20 days in year one, and an average price of $2.50 for 20 days in year two, then the exercise period of the warrants will be reduced to a period of 30 days from the date Minco Gold provides written notice to the holder of the warrants of such early expiry.  This offering raised proceeds of $2,875,000. Minco Gold paid a finders fee of $172,500 and issued the finder 250,000 warrants with a fair value of $50,000 under the same terms and conditions of the share purchase warrants. The proceeds from the financing are for Minco Gold and its joint ventures exploration and development and for general working capital.



COMMITMENTS



Refer to Tabular Disclosure of Contractual Obligations below.





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C.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES



The Company does not engage in research and development activities and does not have any patents or licenses.



D.

TREND INFORMATION



As the Company is an exploration company with no producing properties, information regarding trends in production, sales and inventory and similar are not meaningful. The Company has recently acquired interests in properties and it is likely that it will expand its exploration activities. As a result, the Company expects that its operating losses will increase over the next 12 months.



E.

OFF-BALANCE SHEET ARRANGEMENTS



The Company does not have any off-balance sheet arrangements except through its joint ventures. In its joint ventures, Chinese partners contribute exploration permits in exchange for a combination of debt and equity in the joint venture.  The exploration permits and related obligations are not recorded in the Companys balance sheet, but, as disclosed elsewhere in this Annual Report, the Company has certain obligations in respect of the allocation of any profits that may be generated from the joint ventures.



F.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS



(a)

The Company has commitments in respect of office leases requiring minimum payments of $2,493,077 as at March 31, 2007, as follows:



2007245,1532008276,2132009291,6192010296,2582011311,8502012317,0482013332,6402014337,838201584,458$2,493,077




The Company has entered into sub-lease agreements for a portion of its leased premises and the office lease payments will be shared with these companies.



(b)

Minco Gold also conditionally committed to payments of up to $12,338,521 as at March 31, 2007 in respect of joint venture investments and mineral property development.



TotalLess than 1 year1 - 3
years3 - 5
yearsMore than 5 yearsJinli (1) (also known as Changkeng)$ 7,612,394$3,075,407$730,790$3,806,197$          -YGM(2)3,582,303-3,582,303--Minco-Qinqi
(formerly Yangshan West Extension) (3)1,119,4701,119,470---Total$12,314,167$4,194,877$4,313,093$3,806,197$          -




Notes:



1.

Costs of exploration permits and investment commitments in accordance with the Jinli JV Contract dated September 28, 2004;



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2.

Costs of exploration permits and investment commitments in accordance with the YGM Contract dated October 29, 2003;

3.

Costs of exploration permits and investment commitments in accordance with the Gansu JV Contract dated March 1, 2004;



(c)

The Teck-Cominco Agreements



The Company entered into agreements with Teck Cominco Limited (Teck Cominco) on February 19, 1996 and February 20, 1996, respectively (collectively the Teck-Cominco Agreements). Pursuant to the terms of the Teck-Cominco Agreements, Tech Cominco has an ongoing right of first refusal on the disposition of Minco Golds property interests until April 2007.



G.

SAFE HARBOR



Statements included here, which are not historical in nature, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including without limitation, statements as to management's beliefs, strategies, plans, expectations or opinions in connection with the Company's performance, which are based on a number of assumptions concerning future conditions that may ultimately prove to be inaccurate and may differ materially from actual future events or results.



Readers are referred to the documents filed by the Company with the pertinent security exchange commissions, specifically the most recent quarterly reports, annual report and material change reports, each as it may be amended from time to time, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements.



ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



A.

DIRECTORS AND SENIOR MANAGEMENT



The following table sets forth all current directors and executive officers of the Company as of June 15, 2007, with each position and office held by them in the Company, their terms of office and the period of service as such.  Each directors term of office expires at the next annual general meeting of shareholders.



|                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                           |                                    
|--------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | -----------------------------------
|NAME AND
PRESENT POSITION
WITH THE COMPANY                      | PRINCIPAL
OCCUPATION AND POSITIONS
DURING LAST FIVE YEARS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | DIRECTOR OR OFFICER
SINCE | NUMBER OF
COMMON
SHARES
HELD (2)(3)
|Ken Z. Cai (15)
President,
Chief Executive Officer
and Director | President and CEO of Minco Gold Corporation (formerly Mining & Metals Corporation) from February 1996 to present; President, CEO and Director of Minco Silver Corporation from 2004 to present; Chairman, CEO and Director of Tranzcom China Security Networks Inc. from 2001 to present; Director of East Energy Corp. (formerlyGobi Gold Inc.). from August 2005 to present and past Acting President from January 2006 to July 2006;  Director of Linear Metals Corporation from July 2006 to present; Director & President of Aquasol Envirotech Ltd, from March 2000 to present; Director of Dragon Pharmaceuticals Inc. from September 1998 to January 2005. | February,
29, 1996        | 6,235,631(4)                       



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|                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                  |            
|----------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | -----------
|William Meyer
Chairman and Director
Former Member
of Audit Committee (8) (15) | Director and Chairman of the Board of Minco Gold Corporation (formerly Mining & Metals Corporation) from 1999 to present; Director of Trans America Industries Ltd. from 1998 to present; Director of New Cantech Ventures Inc. from 1998 to present; Director of GGL Diamond Corp. from 1994 to present; Director of Lysander Minerals from 1995 to present; Director of Silver Standard Resources Inc. from 1993 to present; Chairman and Director of Minco Silver Corporation from 2004 to present. | July
16, 1999    | 211,571(5) 
|Robert M. Callander
(1) (9) (10) (15)
Director                                | Vice President of Caldwell Securities Ltd. from 1995 to present and joined Caldwell Securities in 1992.                                                                                                                                                                                                                                                                                                                                                                                                  | August
23, 1996  | 90,000(6)  
|Heinz Frey (1) (9) (10)
Director                                              | CEO of MAHEF GmbH from August 1998 to present; Vice Chairman of Securitas AG from May 1992 to present; President & Director of Tranzcom China Security Networks Inc. from December 2001 to September 2006; Director of Dragon Pharmaceutical, Inc. from August 2005 to Present Director of Scintilla from May 1981 to May 2003.                                                                                                                                                                          | January
30, 2006 | 200,000(7) 
|James M. Carter
(1) (9) (10) (14)(15)
Director                                | Vice President of KHD Humboldt Wedag International Ltd. (formerly MFC Bancorp Ltd.) from January 1998 to present; Vice President of Mass Financial Corp. from January 2006 to present; Director and Corporate Secretary of Sasamat Capital Corporation from 2003 to present;  Director of VSM MedTech Ltd. from July 2006 to present and President, CEO from November 2006 to present.                                                                                                                   | June
30, 2006    | 200,000(12)
|Dwayne Melrose
VP Exploration                                                 | Exploration Manager of Kumtor Operating Company (Subsidiary of Cameco) from April 1998 to April 2007.                                                                                                                                                                                                                                                                                                                                                                                                    | May 1, 2007      | Nil        
|Matthew Kavanagh(13)(15)
Chief Financial Officer                              | Chief Financial Officer of Minco Gold Corporation (formerly Minco Mining & Metals Corporation); Chief Financial Officer of Minco Silver Corporation from August 2006 to present; Chief Financial Officer of Tranzcom China Security Networks. Inc. from November 2006 to March 29, 2007; Director of Finance & Corporate Compliance with Dragon Pharmaceutical Inc. from July 2001 to July 2006.                                                                                                       | July
15, 2006    | 150,000(14)
|Jin (Fiona) Zhou (15)
Controller                                              | Controller of Minco Gold Corporation (formerly Minco Mining & Metals Corporation) from June 2004 to present; Controller of Minco Silver Corporation from October 2004 to present; Controller of Tranzcom China Security Networks Inc. from June 2004 to April 2005.  Previously she served as the accounting manager of several companies and has held  positions such as finance supervisor and senior auditor.                                                                                       | June
23, 2004    | 115,000(11)



Notes:



|    |                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Current member of the Audit Committee of the Company.                                                                                                                                                                                                                                            
|(2) | Common shares and options beneficially owned, directly and indirectly, or over which control or direction is exercised, at the date hereof, based upon the information furnished to the Company by individual directors and officers.  Unless otherwise indicated, such shares are held directly.



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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)  | The directors, nominees, officers, deemed insiders and other members of management of the Company, as a group beneficially own, directly or indirectly, 7,418,536 common shares of the Company, representing 17.4% of the total issued and outstanding common shares of the Company.  Of the 7,418,536 a total of 1,234,500 are pursuant to stock options granted but not exercised and 5,360,731 are held by Pacific Canada Resources (Note (4)).
|(4)  | Includes 5,360,731 common shares held by Pacific Canada Resources, a private company, of which Dr. Ken Cai has more than a 10% interest.  Also includes 224,500 common shares subject to options.                                                                                                                                                                                                                                                 
|(5)  | Includes 100,000 common shares subject to options.                                                                                                                                                                                                                                                                                                                                                                                                
|(6)  | Includes 50,000 common shares subject to options.                                                                                                                                                                                                                                                                                                                                                                                                 
|(7)  | Includes 200,000 common shares subject to options.                                                                                                                                                                                                                                                                                                                                                                                                
|(8)  | Mr. Meyer was a member of the Audit Committee from November 1, 1999 to October 3, 2005.                                                                                                                                                                                                                                                                                                                                                           
|(9)  | Current member of the Nominations Committee of the Company.                                                                                                                                                                                                                                                                                                                                                                                       
|(10) | Current member of the Compensation Committee of the Company.                                                                                                                                                                                                                                                                                                                                                                                      
|(11) | Includes 115,000 common shares subject to options.                                                                                                                                                                                                                                                                                                                                                                                                
|(12) | Includes 200,000 common shares subject to options.                                                                                                                                                                                                                                                                                                                                                                                                
|(13) | Mr. Kavanagh was appoint Chief Financial Officer of the Company on July 15, 2006 upon the resignation of Mr. Orsmond.  Includes 150,000 common shares subject to options.                                                                                                                                                                                                                                                                         
|(14) | Mr. Carter was appointed as a Director of the Company on June 30, 2006.  Mr. Carter was also appointed as Chairman of the Audit Committee.                                                                                                                                                                                                                                                                                                        
|(15) | Resident of Canada                                                                                                                                                                                                                                                                                                                                                                                                                                



Other positions currently held by the Companys directors and officers presently other than with other reporting issuers are as follows:



|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name of Director
or Officer                           | Positions Held                                                                                                                                                                                                                                                                                                                                                                                                                     
|Ken Cai
President, Chief
Executive Officer
& Director | Chairman & Director of Aquasol Envirotech Ltd.
President & Director of Sinowin Investments Inc.
President & Director of Pacific Canada Resources Inc.
Chairman, CEO & Director of Tranzcom China Security Networks Inc.
President, CEO & Director of Minco Silver Corporation
President & Director of Minco Base Metals Corporation
Director of East Energy Corp. (formerly Gobi Gold Inc.)
Director of Linear Metals Corporation
|William Meyer
Chairman & Director                     | Director of Silver Standard Resources Inc.
Director of GGL Diamond Corp.
Director of Lysander Minerals Corporation
Director of New Cantech Ventures Inc.
Director of Trans American Industries Ltd.
Chairman & Director of Minco Silver Corporation
Director of Minco Base Metals Corporation                                                                                                                                      
|Robert Callander
Director                             | Director of Pacific Canada Resources Inc.
Director of Environwaste Technologies Inc.
Director of Member Savings Credit Union
Director of Intraconnect Inc.
Director of Iamgold Corporation                                                                                                                                                                                                                                         
|Heinz Frey
Director                                   | President & Director of Tranzcom China Security Networks Inc.
Director of Dragon Pharmaceutical, Inc.                                                                                                                                                                                                                                                                                                                              
|James M. Carter
Director                              | Director & Corporate Secretary of Sasamat Capital Corporation
Director & President of VSM MedTech Ltd.                                                                                                                                                                                                                                                                                                                             
|Matthew Kavanagh
Chief Financial Officer              | Chief Financial Officer of Minco Silver Corporation                                                                                                                                                                                                                                                                                                                                                                                
|Dwayne Melrose
VP Exploration                         | VP Exploration of Minco Silver Corporation                                                                                                                                                                                                                                                                                                                                                                                         
|Jin (Fiona) Zhou
Controller                           | Controller of Minco Silver Corporation                                                                                                                                                                                                                                                                                                                                                                                             



The business background and principal occupations of the Companys officers and directors are as follows:



Page 65 of 104



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Ken Z. Cai

President, Chief Executive Officer and Director



Dr. Cai, aged 42,  has served as president, chief executive officer and a director of the Company since February 29, 1996 and devotes approximately 40% of his time to the Companys business.  He is a national living in Canada and holds a Ph.D. in mineral economics from Queens University in Kingston, Ontario. Dr. Cai has 20 years' experience in mineral exploration, project evaluation, corporate financing and company management and has been the driving force behind the Company and is responsible for negotiating the property agreements in China.



Dr. Cai has a wide range of high-level contacts in the Chinese mining communities and this has allowed Minco to access data on a large number of projects throughout China.  He serves as a director and/or officer of the following publicly-traded companies: Minco Silver Corporation, a TSX listed company (Director, President and CEO); Tranzcom China Security Networks Inc., a TSX Venture listed company (Director and Chairman); Linear Metals Corporation (Director) a TSX Venture listed company and East Energy Corp. (formerlyGobi Gold Inc.), a TSX Venture listed company (Director).



William Meyer

Chairman and Director



Mr. Meyer was appointed a director of Minco Gold Corporation since July 1999 and was appointed Chairman in November 1999.  Mr. Meyer, age 69, devotes approximately 35% of his time to the Companys business.  Mr. Meyer graduated from the University of British Columbia in 1962 with a B.Sc. in Geology. After graduation, he was employed as an exploration geologist with Phelps Dodge Corporation of Canada and, later, as senior geologist with Gibraltar Mines Ltd. In 1967, he joined the consulting firm of Western Geological Services as a partner and in 1975 formed his own consulting firm, W. Meyer and Associates.



Mr. Meyer joined Teck Exploration Ltd., the wholly-owned exploration subsidiary of Teck Corporation, in 1979 as Exploration Manager for Western Canada and the United States. In 1991, he was appointed President of Teck Exploration Ltd. From November 1993 to April 1998, Mr. Meyer held the position of Vice-President, Exploration with Teck Corporation (now Teck Cominco Ltd.) responsible for the direction of exploration activities for Teck Corporation and its associated companies worldwide.



Mr. Meyer is a member of the Association of Professional Engineers of British Columbia, the Canadian Institute of Mining & Metallurgy, the Prospectors & Developers Association of Canada and the Association for Mineral Exploration British Columbia.  Mr. Meyer serves as a director and/or officer of the following publicly-traded companies: Minco Silver Corporation, a TSX listed company (Director and Chairman); Silver Standard Resources Inc., a TSX and NASDAQ listed company (Director); Trans America Industries Ltd., a TSX Venture listed company (Director); New Cantech Ventures Inc., a TSX Venture listed company (Director); GGL Diamond Corp., a TSX Venture listed company (Director); and Lysander Minerals Corporation, a TSX Venture listed company (Director).



Robert Callander

Director



Mr. Callander has been a director since August 1996.  Mr. Callander, age 60, devotes approximately 5% of his time to the Companys business.  He holds an MBA from York University, Toronto, Ontario, Canada, as well as a CFA from the Institute for Investment Management, Charlotte, Virginia.  Mr. Callander has worked for Caldwell Securities Ltd. since 1992 and currently serves as a vice-president with that firm.  Prior to his engagement with Caldwell Securities Ltd., Mr. Callander served as a corporate finance analyst with Nesbitt Burns.



Heinz Frey

Director



Dr. Frey was appointed a Director of the Company in January 2006. Dr. Frey, age 68, devotes approximately 10% of his time to the Companys business.  He is a resident of Solothurn, Switzerland.  He has a Ph.D. in Business Administration from the University of Bern, Switzerland. Dr. Frey was the CEO and Chairman of the Board of Ascom Holding AG, an internationally active Swiss telecommunications, service automation and energy company, prior to his retirement in 1994.





Page 66 of 104



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In addition to being active on a number of other boards, he is a former director of UBS (Union Bank of Switzerland). Currently, Dr. Frey is Vice-Chairman of the Board of Securitas Group AG, a leading Swiss-based multi-national company involved in the implementation of security systems.  Dr. Frey was the President & Director of Tranzcom China Security Networks Inc. from December 2001 to September 2006.



James M. Carter

Director



Mr. Carter was appointed a Director of the Company on June 30, 2006.  He is 61 years old, and devotes approximately 10% of his time to the Companys business.  Mr. Carter is a Chartered Accountant with over 35 years experience in both public and private companies, and is currently a Vice President of Mass Financial Corp. (the former merchant banking arm of KHD Humboldt Wedag International Ltd.).



His extensive experience encompasses both the North American and European Investment Banking and Capital Markets, with particular expertise in emerging markets and the natural resource sector.  During the past eight years, Mr. Carter has been based in Europe and oversaw the acquisition, restructuring and ongoing operations of two significant corporate groups, one of which is a commodities trading company based in Vienna. For approximately 15 years prior to that, he was actively involved with a number of junior mining and exploration companies where his activities included corporate restructuring, administration of treasury and financial operations, corporate and property acquisitions, oversight of statutory reporting and compliance and the raising of both debt and equity financing.



Dwayne Melrose

VP Exploration



Mr. Melrose has been the Companys Vice president Exploration since May 2007.  Mr. Melrose, age 50, devotes approximately 50% of his time to the Companys business.  He will be based in Beijing and acts as the designated Qualified Person in accordance with National Instrument 43-101 for the Companys projects in China.  Mr. Melrose is a graduate of the University Of Waterloo, Ontario, with over 25 years experience as an exploration and mine geologist.  He has been involved in all aspects of exploration from grass roots through mine definition & feasibility, as well as open pit mine geology.  Mr. Melrose has worked for the Cameco/Centerra Gold companies in the exploration departments for the past 21 years.  During his tenure, he has had the opportunity to work within Canada, the United States, Kazakhstan, and the Kyrgyz Republic and was the Exploration Manager at the Kumtor Mine in the Kyrgyz Republic for the past 9 years.   He also serves as the Vice President Exploration of Minco Silver Corporation.



Matthew Kavanagh

Chief Financial Officer



Mr. Kavanagh has been the Companys Chief Financial Officer since July 2006. He is 51 years old, and devotes approximately 40% of his time to the Companys business.  Mr. Kavanagh serves as Chief Financial Officer for Minco Silver Corporation, a TSX Listed Company.  Mr. Kavanagh was the Chief Financial Officer of Tranzcom China Security Networks. Inc. from November 2006 to March 29, 2007.  Mr. Kavanagh is a Chartered Accountant with 20 years experience with both public accounting firms and private companies.  Mr. Kavanagh was the Director of Finance and Corporate Compliance with Dragon Pharmaceutical Inc., a publicly listed company trading on the TSX and OTCB from July 2001 to July 2006.  Previously he was Corporate Controller of Canadian Maple Leaf Financial Corporation, listed on the TSE and Maynards Industries Ltd., a privately held company.



Jin (Fiona) Zhou

Controller



Ms. Zhou has been the Companys controller since September 2004.  Ms. Zhou, age 35, devotes approximately 30% of her time to the Companys business.  She is currently a CGA Member and a CPA Member in China.  Ms. Zhou is also a Certified SAP Consultant specializing in Financial Accounting and Cost Accounting and she holds a Bachelor's Degree in Commerce, majoring in Financing.  Ms. Zhou has over10 years of experience in accounting and auditing in both Canada and China. Previously she served as the accounting manager of several companies and has held several positions such as finance supervisor and senior auditor.



B.

COMPENSATION



Page 67 of 104



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Certain information about payments to the Companys executive officers is set out in the following table:



SUMMARY COMPENSATION



|                                              |                                  |                               |                            |                     |                                               |                                                           |                 |                             
|--------------------------------------------- | -------------------------------- | ----------------------------- | -------------------------- | ------------------- | --------------------------------------------- | --------------------------------------------------------- | --------------- | ----------------------------
|                                              | Annual Compensation              | Long Term Compensation       
|Name and
Principal Position                   | Fiscal
Year
End                  | Consulting
Fees/
Salary
($)   | Bonus
($)                  | Other
Ann.
Comp
($) | Common
Shares
Under
Options
/SARs
Granted
(#) | Common Shares
or Units Subject
to
Resale Restrictions
($) | LTIP
Payout
($) | All Other
Compen-
sation
($)
|Ken Z. Cai
Chairman, CEO
& Director           | Dec. 31/06
Dec. 31/05
Dec. 31/04 | 114,675
110,730(9)
130,295(9) | 55,625
30,775(9)
80,000(9) | Nil
Nil
Nil         | 175,000
Nil
Nil                               | N/A
N/A
N/A                                               | N/A
N/A
N/A     | N/A
N/A
N/A                 
|William Meyer (2)
Chairman &
Director         | Dec. 31/06
Dec. 31/05
Dec. 31/04 | Nil
Nil
Nil                   | 41,700
1,750
5,000(1)      | Nil
Nil
Nil         | 100,000
Nil
Nil                               | N/A
N/A
N/A                                               | N/A
N/A
N/A     | N/A
N/A
N/A                 
|Matthew Kavanagh
Chief Financial Officer (3)  | Dec. 31/06
Dec. 31/05
Dec. 31/04 | 11,897
Nil
Nil                | 625
Nil
Nil                | Nil
Nil
Nil         | 150,000
Nil
Nil                               | N/A
N/A
N/A                                               | N/A
N/A
N/A     | N/A
N/A
N/A                 
|Mark Orsmond VP
Corporate
Development (4)(10) | Dec. 31/06
Dec. 31/05
Dec. 31/04 | 61,171
Nil
Nil                | 3,000
Nil
Nil              | Nil
Nil
Nil         | 300,000
Nil
Nil                               | N/A
N/A
N/A                                               | N/A
N/A
N/A     | N/A
N/A
N/A                 
|Robert S. Tyson (5)
VP Corporate Development  | Dec. 31/06
Dec. 31/05
Dec. 31/04 | 13,939
27,750
Nil             | Nil
2,500
Nil              | Nil
Nil
Nil         | Nil
100,000
Nil                               | N/A
N/A
N/A                                               | N/A
N/A
N/A     | N/A
N/A
N/A                 
|Paul J. Johnston (6)
Former VP Exploration    | Dec. 31/06
Dec. 31/05
Dec. 31/04 | 4,209
43,371
Nil              | Nil
5,000
Nil              | Nil
Nil
Nil         | Nil
150,000
Nil                               | N/A
N/A
N/A                                               | N/A
N/A         | N/A
N/A                     



|                                                  |                                  |                             |             |                     |                                               |                                                           |                 |                             
|------------------------------------------------- | -------------------------------- | --------------------------- | ----------- | ------------------- | --------------------------------------------- | --------------------------------------------------------- | --------------- | ----------------------------
|                                                  | Annual Compensation              | Long Term Compensation     
|Name and
Principal Position                       | Fiscal
Year
End                  | Consulting
Fees/
Salary
($) | Bonus
($)   | Other
Ann.
Comp
($) | Common
Shares
Under
Options
/SARs
Granted
(#) | Common Shares
or Units Subject
to
Resale Restrictions
($) | LTIP
Payout
($) | All Other
Compen-
sation
($)
|Simon Anderson (7)
Former Chief Financial Officer | Dec. 31/06
Dec. 31/05
Dec. 31/04 | 9,340
28,720
Nil            | Nil
Nil
Nil | Nil
Nil
Nil         | Nil
Nil
Nil                                   | N/A
N/A
N/A                                               | N/A
N/A         | N/A
N/A                     
|Michael Legg (8)
Past Executive
Vice President    | Dec. 31/06
Dec. 31/05
Dec. 31/04 | Nil
Nil
46,938              | Nil
Nil
Nil | Nil
Nil
Nil         | Nil
Nil
Nil                                   | N/A
N/A
N/A                                               | N/A
N/A
N/A     | N/A
N/A
N/A                 



Notes:



(1)

Bonus pursuant to a private placement.

(2)

Mr. Meyer was a Member of the Audit Committee from November 1, 1999 to October 3, 2005.

(3)

Mr. Kavanagh was appointed Chief Financial Officer of the Company on July 15, 2006 upon the resignation of Mr. Orsmond.

(4)

Mr. Orsmond was appointed the Companys Vice President Finance and Chief Financial Officer of the Company on



Page 68 of 104



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February 15, 2006 upon the resignation of Simon Anderson.  Mr. Orsmond resigned as Chief Financial Officer of the Company on July 15, 2006.  On July 15, 2006 Mr. Orsmond was appointed Vice President Corporate Development.  On September 29, 2006 Mr. Orsmonds appointment was changed from Vice President of Finance and Corporate Development to Vice President Corporate Development.  Effective April 25, 2007 Mr. Orsmond resigned as VP Corporate Development of the Company.

(5)

Mr. Tyson was appointed Vice President Corporate Development on January 18, 2006 and resigned from the Company on June 2, 2006.

(6)

Mr. Johnston was appointed VP Exploration on June 13, 2005 and resigned on January 31, 2006.

(7)

Mr. Anderson was appointed Chief Financial Officer on February 16, 2005 and resigned on February 15, 2006. Mr. Anderson entered into a consulting agreement between Minco Gold Corporation and MCSI Consulting Services Inc. dated February 11, 2005.  Mr. Anderson is the Vice President of MCSI Consulting Services Inc.  The agreement calls for Mr. Anderson to provide accounting services for the Minco Gold Corporation and its related companies.  Under the agreement MCSI Consulting Services Inc. invoices the Company on the basis of an hourly rate of $100.00 plus disbursements and GST.

(8)

Mr. Legg was the Companys executive vice president between March 2004 and March 2005.  On March 21, 2005, the Company announced that the employment agreement with Mr. Legg had been terminated.

(9)

Fees paid to Sinowin Investments Inc. pursuant to a consulting agreement.  Dr. Cai serves as president and chief executive officer of the Sinowin Investments Inc. providing consulting, management and supervision services in connection with the development of overall corporate strategy.

(10)

On June 1, 2006, the Company entered into a consulting agreement with Mercantile Consulting Limited.  Mr. Orsmond serves as President of Mercantile Consulting Limited, providing corporate finance and management accounting services.   On October 6, 2006 the June 1, 2006 agreement was replaced in its entirety.  The terms of the agreement are:  i) Mercantile receives a $5,000 monthly fee plus applicable GST; and ii) if during the terms of the agreement, the Companys trading price exceeds an average price of $4.00 per common share over a 30 day period, Mercantile will receive a bonus of $100,000.  Between December 31, 2005 to December 31, 2006 $61,171 fees have been paid.



C.

BOARD PRACTICES



The current directors of the board were elected to their position at the annual meeting of shareholders held on June 27, 2006 with the exception of Mr. James Carter who was appointed as a Director of the Company on June 30, 2006.



Each director will continue to serve as such until the next meeting of the shareholders.  The officers of the Company are elected by the board and serve at the boards pleasure. Directors are elected annually at the annual general meeting of shareholders, whereas officers appointments are approved by the board of directors and terminate upon resignation or termination by the board.   The Company has no contract with any of its officers or directors that provide for payments upon termination.



Audit Committee



The Company has an audit committee consisting of Messrs. Callander, Frey and Carter.  The following is the Companys Charter of the Audit Committee.



Independence



The members of the Audit Committee must be "independent" of the Company as defined in Canadian National Instrument 58-101 - Disclosure of Corporate Governance Practices.



Mandate



The primary function of the audit committee (the "Committee") is to assist the board of directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. The Committee's primary duties and responsibilities are to:



·

Serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements.

·

Review and appraise the performance of the Company's external auditors.



Page 69 of 104



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·

Provide an open avenue of communication among the Company's auditors, financial and senior management and the Board of Directors.



Composition



The Committee shall be comprised of three independent directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.



At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Audit Committee Charter, the definition of financially literate is 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 presumably be expected to be raised by the Company's financial statements.



The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.



Meetings



The Committee shall meet a four times annually,or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.



Responsibilities and Duties



To fulfill its responsibilities and duties, the Committee shall:



Documents/Reports Review



(a)

Review and update the Charter annually.

(b)

Review the Company's financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.



External Auditors



(a)

Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Company.

(b)

Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

(c)

Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

(d)

Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors.



Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.



Financial Reporting Processes



(a)

In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.

(b)

Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting



Page 70 of 104



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principles as applied in its financial reporting.

(c)

Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.

(d)

Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

(e)

Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

(f)

Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

(g)

Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

(h)

Review certification process.

(i)

Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.



Other



Review any related-party transactions.



Compensation Committee



The Company has a Compensation Committee consisting of Messrs. Callander, Frey and Carter.  The primary purpose of the Compensation Committee is to:



(a)

establish, review and recommend to the Board of Directors of Minco Gold Corporation (the "Company") compensation and incentive plans and programs; and

(b)

review and approve compensation and awards under compensation and incentive plans and programs for the CEO and senior officers;



with the intention of attracting, retaining and appropriately rewarding employees in order to motivate their performance in the achievement of the Companys business objectives and align their interests with the long-term interests of the Companys shareholders.



Independence



The members of the Compensation Committee must be "independent" of the Company as defined in Canadian National Instrument 58-101 - Disclosure of Corporate Governance Practices.  The duties and responsibilities of the Compensation Committee include:



·

reviewing and making recommendations to the Board of Directors with respect to the compensation, including compensation criteria and incentives and annual performance review, of the Chief Executive Officer, for final approval by the Board of Directors;

·

reviewing and providing guidance to the Board of Directors with respect to the compensation, including compensation criteria and incentives, of the executive officers of the Company, as recommended by the Chief Executive Officer, for final approval by the Board of Directors;

·

reviewing and providing guidance to the Board of Directors with respect to the compensation, including compensation criteria and incentives, of the directors of the Company;

·

reviewing and making recommendations to the Board of Directors regarding other plans that are proposed for adoption or adopted by the Company for the provision of compensation to employees of, directors of and consultants to the Company;

·

advising on the development of management succession plans by the Board;

·

preparing an annual report on executive compensation to the shareholders of the Company for the management information circular for the annual and general meeting of the Companys shareholders;

·

reviewing and assessing, annually, the Compensation Committee charter and submitting any changes deemed necessary or advisable for approval of the Board of Directors; and

·

performing other functions as requested by the Board of Directors.



Page 71 of 104



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Nominations Committee



The Company has a Nominations Committee consisting of Messrs. Callander, Frey and Carter.  The following is the Companys Charter of the Nominations Committee.



Purpose



The purpose of the Nominating Committee shall be to:



a)

assist the Board of Directors of Minco Gold Corporation, on an annual basis, by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders;

b)

assist the Board in the event of any vacancy on the Board by identifying individuals qualified to become Board members, and to recommend to the Board qualified individuals to fill any such vacancy; and

c)

recommend to the Board, on an annual basis, director nominees for each Board committee.



Committee Membership



The members of the Nominating Committee must be "independent" of the Company as defined in Canadian National Instrument 58-101 - Disclosure of Corporate Governance Practices.  A Nominating Committee member is independent if he or she has no direct or indirect material relationship with the Company.  A "material relationship" includes a relationship which could, in the view of the Company's Board of Directors, be reasonably expected to interfere with the exercise of a member's independent judgment.



Independence



The members of the Nominations Committee must be "independent" of the Company as defined in National Instrument 58-101 - Disclosure of Corporate Governance Practices.  A Nominating Committee member is independent if he or she has no direct or indirect material relationship with the Company.  A "material relationship" includes a relationship which could, in the view of the Company's Board of Directors, be reasonably expected to interfere with the exercise of a member's independent judgement.



Meetings



The Nominating Committee will meet as often as the Chair shall determine to be necessary or appropriate.



Authority



The Committee may request any officer or employee of the Company to attend a Committee meeting.  The Committee shall have the authority to retain and terminate any search firm to be used to identify director candidates and shall have authority to approve the search firm's fees and other retention terms, at the Company's expense.



Nominating Committee Duties and Responsibilities



Duties and responsibilities of the Nominating Committee include:



·

reviewing on a periodic basis, the composition of the Board to ensure that an appropriate number of unrelated directors sit on the Board of Directors;

·

analyzing the needs of the Board of Directors when vacancies arise on the board and recommending nominees who meet such needs;

·

ensuring that an appropriate selection process for new nominees to the Board of Directors is in place;

·

recommending to the Board, on an annual basis, nominees for election as directors for the next annual meeting of shareholders;

·

recommending to the Board the nominees for appointment to Committees of the Board on at least an annual basis;

·

reviewing and assessing, annually, the Nominating Committee charter and submitting any changes deemed necessary or advisable for approval of the Board of Directors; and



Page 72 of 104



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·

performing other functions as requested by the Board of Directors.



D.

EMPLOYEES



As at June 15, 2007, the Company shares 51 full time employees with Minco Silver Corporation, of which 9 employees are located in Vancouver, British Columbia and the other 42 are located in China.



E.

SHARE OWNERSHIP



During the fiscal year ended December 31, 2006, no amounts were set aside or accrued by the Company or its subsidiaries during such year to provide pension, retirement or similar benefits for directors and officers of the Company, pursuant to any existing plan provided or contributed to by the Company or its subsidiaries.  As at December 31, 2006, the Company had 2,945,334 stock Options outstanding and exercisable (as at December 31, 2005 2,954,500) at varying prices between $0.55 and $2.55 per share, which were granted to directors, officers and employees of the Company.  The following table sets forth, as of June 15, 2007, common stock held by the Companys officers and directors and all outstanding options and warrants to purchase common shares of the Company.



Common Shares Owned by Officers and Directors



|                                                         |                    |                                                            
|-------------------------------------------------------- | ------------------ | -----------------------------------------------------------
|Name and Title                                           | Common
Shares Held | Percentage of Common Shares Outstanding at June 15, 2007(2)
|Ken Cai, President, Chief Executive Officer and Director | 6,011,131(1)       | 14%                                                        
|William Meyer, Chairman and Director                     | 111,571            | 0.26%                                                      
|Robert Callander, Director                               | 40,000             | 0.93%                                                      
|Fiona Zhou, Controller                                   | 5,000              | 0.01%                                                      
|TOTAL                                                    | 6,167,702          | 14.4%                                                      



Note:



|    |                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes 5,360,731 common shares held by Pacific Canada Resources, a private company, of which Dr. Ken Cai has more than a 10% interest.





Page 73 of 104



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Outstanding Options



The Company has implemented a stock option plan that provides for the issuance of up to 5,979,226 common shares to directors, employees and consultants. As at June15, 2007 the Company has granted options to purchase up to 3,402,834common shares to directors, officers, employees and contractors.  The following table sets forth, as of June 15, 2007 granted and outstanding incentive stock options which have been granted to directors, officers, employees and contractors.



|                 |                                 |                                     |                    |                 
|---------------- | ------------------------------- | ----------------------------------- | ------------------ | ----------------
|Date of Grant    | Number of
Stock Options
Granted | Number of
Stock Options
Outstanding | Exercise
Price ($) | Expiry Date     
|June 20, 1997    | 49,500                          | 49,500                              | 0.55               | June 20, 2007   
|March 30, 2004   | 320,000                         | 300,000                             | 1.81               | March 29, 2009  
|October 8, 2004  | 320,000                         | 265,000                             | 1.50               | October 7, 2007 
|April 1, 2005    | 150,000                         | 100,000                             | 1.35               | April 1, 2010   
|May 19, 2005     | 100,000                         | 66,667                              | 1.08               | May 19, 2010    
|January 9, 2006  | 1,015,000                       | 935,000                             | 1.64               | January 9, 2011 
|May 1, 2006      | 100,000                         | 100,000                             | 2.55               | May 1, 2011     
|June 1, 2006     | 200,000                         | 100,000                             | 1.91               | June 1, 2011    
|July 4, 2006     | 200,000                         | 200,000                             | 1.43               | July 4, 2011    
|July 17, 2006    | 150,000                         | 150,000                             | 1.46               | July 17, 2011   
|August 8, 2006   | 260,000                         | 60,000                              | 1.60               | August 8, 2011  
|August 11, 2006  | 100,000                         | 100,000                             | 1.60               | August 11, 2011 
|November 1, 2006 | 95,000                          | 30,000                              | 1.57               | November 1, 2011
|February 7, 2007 | 215,000                         | 215,000                             | 1.79               | February 7, 2012
|April 17, 2007   | 300,000                         | 300,000                             | 1.79               | April 17, 2012  
|May 17, 2007     | 315,000                         | 315,000                             | 1.44               | May 17, 2012    
|June 1, 2007     | 100,000                         | 100,000                             | 1.54               | June 1, 2012    
|                 |                                 | 3,402,834                           |                    |                 



In January 2006 the Company granted a total of 1,015,000 stock options to directors, officers, employees and consultants.  As a result of the Company granting the options in January 2006 and as at May 28, 2007 the Company went over the Plan allotment by 1,202,740 shares.  Of the 1,202,740 shares a total of 482,740 were granted to directors and officers of the Company and therefore disinterested shareholder approval is required.  Details of the 1,202,740 stock options granted to are as follows:



|                 |                                         |          
|---------------- | --------------------------------------- | ---------
|Date of Grant    | # Stock Options Subject to Ratification | Price ($)
|July 4, 2006     | 32,740                                  | 1.43     
|July 17, 2006    | 150,000                                 | 1.46     
|August 8, 2006   | 60,000                                  | 1.60     
|August 11, 2006  | 100,000                                 | 1.60     
|November 1, 2006 | 30,000                                  | 1.57     
|February 7, 2007 | 215,000                                 | 1.79     
|April 17, 2007   | 300,000                                 | 1.95     
|May 17, 2007     | 315,000                                 | 1.44     
|TOTAL            | 1,202,740                               |          



Accordingly, the Company will seek shareholder approval at its next Annual general and Special Meeting of Shareholders to be held on July 16, 2007 and will seek disinterested shareholders to approve and ratify the options previously granted in excess of those allowed under the existing stock option plan and also to adopt a new stock option plan.In order for the foregoing resolutions to be passed by the shareholders, it must be approved by a majority of the votes of the disinterested shareholders voted at the Meeting.





Page 74 of 104



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ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



A.

MAJOR SHAREHOLDERS



As of June 15, 2007 the Company believes that 4,707,107 of the issued and outstanding common shares were held by 28 registered shareholders with addresses in the United States.



As far as known to the Company, and except as disclosed herein, the Company is not directly or indirectly owned or controlled by another corporation(s) or by any foreign government.  As disclosed below, Pacific Canada Resources Inc., a private company controlled by a director of the Company, as at June 15, 2007, owned 5,360,731 common shares or 12.5% of the issued and outstanding shares of the Companys common stock.  The following table sets forth, as of June 15, 2007, information with respect to (i) any person who is known to the Company to be the owner of more than 5% of any class of the Companys outstanding voting securities and (ii) the total amount of any class of the Companys voting securities owned by the officers and directors as a group.



|               |                                                      |               |                    
|-------------- | ---------------------------------------------------- | ------------- | -------------------
|Title of Class | Identity of Holder                                   | Amount Owned  | Percent of Class(1)
|Common shares  | Pacific Canada Resources Inc.                        | 5,360,731     | 12.5%              
|Common shares  | Ken Cai                                              | 6,235,631 (2) | 14.55%             
|Common shares  | Teck-Cominco                                         | 2,680,643     | 6.25%              
|Common shares  | All directors, Officers & deemed insiders as a group | 7,418,536 (3) | 17.4% (4)          



Notes:



(1)

Based on the issued and outstanding shares of the Company.

(2)

Dr. Ken Cai, a director and officer of the Company, beneficially owns more than 10% of Pacific Canada Resources Inc., a private company.  Also includes options to purchase 224,500 common shares.

(3)

Includes Dr. Ken Cai's beneficial interest in 5,360,731 common shares owned by Pacific Canada Resources, Inc. and direct holdings of directors.  The total does include stock options granted.

(4)

Of the 7,418,536 common shares of which a total of 1,234,500 are pursuant to stock options granted but not exercised.



Escrow Securities



As at March 23, 2007, a total of 379,516 common shares of the Company were held at Computershare Trust Company of Canada, 510 Burrard Street, Vancouver, British Columbia, subject to escrow share restrictions under an escrow agreement dated October 19, 2005.  All of these escrow shares are owned by Pacific Canada Resources Inc. and will be automatically released from escrow on June 30, 2007.  As of June 15, 2007, the escrow shares represent 0.88% of the total issued and outstanding shares that being 42,918,552 of the Company.



Table Of Escrow Shares



|                                         |                              
|---------------------------------------- | -----------------------------
|                                         | Pacific Canada Resources Inc.
|Balance December 31, 1996                | 4,880,000                    
|Released at $1.20 per share, June 1998   | (949,561)                    
|Released at $1.50 per share, August 1999 | (508,736)                    
|Released at $0.97 per share, March 2001  | (430,381)                    
|Released at $1.81 per share, August 2005 | (1,473,264)                  
|Balance December 31, 2005                | 1,518,058                    
|Released January 2006                    | (379,514)                    
|Released July 2006                       | (379,514)                    
|Released January 2007                    | (379,514)                    
|Balance as at June 15, 2007              | 379,516                      





Page 75 of 104



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B.

RELATED PARTY TRANSACTIONS



In April, 2004, Dr. Cai formed a consulting enterprise known as Sinowin Investments Inc. (Sinowin) and the Company entered into a consulting agreement with Sinowin, which replaced the previous agreement with Kaisun Investment.  Under the terms of the Sinowin agreement, Sinowin receives $12,500 per month in exchange for Dr. Cai serving as president and chief executive officer of the Company and providing consulting, management and supervision services in connection with the development of overall corporate strategy.



During the years ended December 31, 2006, 2005 and 2004, the Company paid to Dr. Cai, through Sinowin or Kaisun Investment, a total of $334,375, $264,215 and $236,400, for management services, property investigation, geological consulting, and bonus for arranging a financing.  Sinowin and Kaisun Investment are companies controlled by Dr. Cai, a director and officer of the Company.  The above amounts paid to Sinowin or Kaisun Investment or Dr. Cai include management fees.  The Company believes that the consulting agreements with Sinowin and Kaisun Investment, and Dr. Cai, are on terms as favorable as could be obtained from an unaffiliated third party.



Mr. Meyer, chairman and director of the Company, is also a director of Silver Standard Resources Inc., a company which the Company entered into a strategic alliance agreement with in October, 2004 and holds an interest in the Companys subsidiary Minco Silver Corporation.  Mr. Meyer is also a director of New Cantech, a company that entered into a joint venture agreement with the Company in October 2003, related to its BYC gold project.  See Description of Mineral Properties, BYC gold project.  Other than the previously disclosed agreements with Pacific Canada Resources, Inc., Teck Cominco Limited and Silver Standard Resources Inc., the Company has not entered into any significant transaction with any other company.  The Teck Cominco Agreement expired in April 2004, and the Company has not at this time entered into any other transaction with Teck Cominco Limited.



During 2006, the Company paid William Meyer, the Companys current Chairman, a bonus of $82,000 as compared to $1,750 during the fiscal year ended December 31, 2005.   The Company also paid $2,875 during the fiscal year ended December 31, 2005 as compared to $7,250 during 2004 to Dr. Robert Gayton, a former director of the Company as directors fees. None of the directors or senior officers of the Company and no associates or affiliates of any of them are, or have been indebted to the Company or its subsidiaries at any time during the years ended December 31, 2006 and 2005.



ITEM 8.

FINANCIAL INFORMATION



Consolidated Statements and Other Financial Information



The following financial statements of the Company are attached to this Annual Report:



| |                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Consolidated audited financial statements for the year ended December 31, 2006 (in Canadian dollars) with comparative figures for the year ended December 31, 2005.



Dividend policy



The Company has never paid any dividends and does not intend to pay any dividends in the near future.



ITEM 9.

THE OFFER AND LISTING



Since February 24, 1998, the Companys common shares have been listed on the Toronto Stock Exchange.  Previously, the Companys common shares were dual listed on the CDNX (formerly the Vancouver Stock Exchange and now the TSX Venture Exchange) and Toronto Stock Exchange.  On January 29, 1999, the Company voluntary delisted its common shares from the CDNX.    The Companys common shares were listed in the United States on the Over The Counter market (OTC) under the symbol MMAXF.  On November 11, 2005 the Company received listing approval on The American Stock Exchange (AMEX).  The Company began trading on the AMEX on November 22, 2005 with its trading symbol on the AMEX as MMK.  The following tables set forth the reported high and low prices for the five most recent fiscal years (Table A), each quarterly period for the past two fiscal years and for the first quarter of 2006 (Table B) and each month for the past six months (Table C).



Page 76 of 104



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Table A



High and low price for the five most recent fiscal years.



|                   |                 |                |                 |                
|------------------ | --------------- | -------------- | --------------- | ---------------
|YEAR               | TSX
(CDN$)
HIGH | TSX
(CDN$)
LOW | AMEX
(US$)
HIGH | AMEX
(USD$)
LOW
|December 31, 2006  | 3.07            | 1.35           | 2.68            | 1.20           
|December 2005  (*) | 1.71            | 1.54           | 1.58            | 1.35           
|December 31, 2004  | 1.90            | 1.58           | N/A             | N/A            
|December 31, 2003  | 2.70            | 0.28           | N/A             | N/A            
|December 31, 2002  | 0.75            | 0.20           | N/A             | N/A            





(*)

On November 11, 2005 the Company received listing approval on The American Stock Exchange (AMEX).  The Company began trading on the AMEX on November 22, 2005 with its trading symbol on the AMEX as MMK.  The November 2005 high and low is for the period between November 22, 2005 to December 31, 2005.  On February 1, 2007 the symbol for the Company was changed from MMK to MGH.



Table B



High and low prices for each quarterly period for the past two fiscal years ended December 31, 2006 and 2005 and the first quarter of 2007.



|                           |                 |                |                      |                    
|-------------------------- | --------------- | -------------- | -------------------- | -------------------
|MONTH/YEAR                 | TSX
(CDN$)
HIGH | TSX
(CDN$)
LOW | AMEX
(USD$)
HIGH (*) | AMEX
(USD$)
LOW (*)
|Quarter 1  March 2005     | 1.62            | 1.12           | N/A                  | N/A                
|Quarter 2  June 2005      | 1.25            | 1.22           | N/A                  | N/A                
|Quarter 3September 2005   | 1.29            | 1.37           | N/A                  | N/A                
|December 2005  (*)         | 1.71            | 1.54           | 1.58                 | 1.35               
|Quarter 1  March 2006     | 2.98            | 1.60           | 2.60                 | 1.41               
|Quarter 2  June 2006      | 3.07            | 1.42           | 2.68                 | 1.24               
|Quarter 3  September 2006 | 1.79            | 1.35           | 1.65                 | 1.20               
|December 2006              | 1.95            | 1.50           | 1.75                 | 1.34               
|Quarter 1  March 2007     | 1.79            | 1.53           | 1.82                 | 1.29               



(*)

On November 11, 2005 the Company received Listing approval on The American Stock Exchange (AMEX).  The Company began trading on the AMEX on November 22, 2005 with its trading symbol on the AMEX as MMK.  The November 2005 high and low if for the period between November 22, 2005 to December 31, 2005.  .  On February 1, 2007 the symbol for the Company was changed from MMK to MGH.



ITEM 10.

ADDITIONAL INFORMATION



Table C



High and low prices for each month for the past six months.



|           |                  |                 |                       |                     
|---------- | ---------------- | --------------- | --------------------- | --------------------
|MONTH/YEAR | TSX
(CDN $)
HIGH | TSX
(CDN $)
LOW | AMEX
(USD $)
HIGH (*) | AMEX
(USD $)
LOW (*)
|May 2007   | 1.65             | 1.36            | 1.50                  | 1.24                
|April 2007 | 2.11             | 1.64            | 1.84                  | 1.43                
|March 2007 | 1.94             | 1.69            | 1.65                  | 1.42                



Page 77 of 104



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|              |                  |                 |                       |                     
|------------- | ---------------- | --------------- | --------------------- | --------------------
|MONTH/YEAR    | TSX
(CDN $)
HIGH | TSX
(CDN $)
LOW | AMEX
(USD $)
HIGH (*) | AMEX
(USD $)
LOW (*)
|February 2007 | 2.15             | 1.70            | 1.68                  | 1.48                
|January 2007  | 1.73             | 1.53            | 1.47                  | 1.29                
|December 2006 | 1.95             | 1.61            | 1.75                  | 1.35                



The Company has 100,000,000 common shares authorized, without par value, of which 42,918,552 common shares were issued and outstanding as of June 15, 2007.  Each of the common shares has equal dividend, liquidation and voting rights.  Voters of the common shares are entitled to one vote per share on all matters that may be brought before them.  Holders of the common shares are entitled to receive dividends when declared by the board of directors from funds legally available for that purpose.  The common shares are not redeemable, have no conversion rights and carry no pre-emptive or other rights to subscribe for additional shares.  The outstanding common shares are fully paid and non-assessable.  Of the Companys common shares outstanding, 379,516 are currently held in escrow, subject to release or cancellation upon certain conditions.  See Item 7 - Escrow Securities. The transfer agent and registrar for the common shares is Computershare Trust Company of Canada, 510 Burrard Street, Vancouver, British Columbia, Canada, V6B 5A1.  The following table sets forth a history of the share capital for the Company for the last three fiscal years, and through June 15, 2007.



|                   |                                              |           |                     
|------------------ | -------------------------------------------- | --------- | --------------------
|                   |                                              | Issuance  | Common Share
Balance
|December 31, 2003  | Issued and outstanding                       |           | 27,614,029          
|January 6, 2004    | $0.20 options exercised                      | 100,000   |                     
|January 7, 2004    | $0.40 shares issued for debenture debt       | 1,451,500 |                     
|January 8, 2004    | $1.80 shares issued for debenture debt       | 10,250    |                     
|January 8, 2004    | $0.40 shares issued for exercise of warrants | 75,000    |                     
|January 8, 2004    | $0.20 options exercised                      | 15,000    |                     
|January 9, 2004    | $0.40 shares issued for exercise of warrants | 143,500   |                     
|January 9, 2004    | $0.40 shares issued for exercise of warrants | 75,000    |                     
|March 18, 2004     | $0.40 shares issued for exercise of warrants | 142,857   |                     
|March 18, 2004     | $0.40 shares issued for exercise of warrants | 30,000    |                     
|April 5, 2004      | $0.20 options exercised                      | 180,000   |                     
|April 6, 2004      | $0.40 shares issued for exercise of warrants | 9,000     |                     
|April 7, 2004      | $0.40 shares issued for exercise of warrants | 50,000    |                     
|May 9, 2004        | $0.55 options exercised                      | 20,000    |                     
|May 20, 2004       | $0.40 shares issued for exercise of warrants | 50,000    |                     
|May 28, 2004       | $0.40 shares issued for exercise of warrants | 114,000   |                     
|June 16, 2004      | $0.40 shares issued for exercise of warrants | 14,286    |                     
|July 5, 2004       | $0.55 options exercised                      | 75,000    |                     
|July 13, 2004      | $0.40 shares issued for exercise of warrants | 285,714   |                     
|July 14, 2004      | $0.40 shares issued for exercise of warrants | 20,000    |                     
|July 15, 2004      | $0.40 shares issued for exercise of warrants | 70,000    |                     
|July 20, 2004      | $0.50 options exercised                      | 15,000    |                     
|July 21, 2004      | $0.40 shares issued for exercise of warrants | 71,500    |                     
|July 21, 2004      | $0.40 shares issued for exercise of warrants | 250,000   |                     
|July 22, 2004      | $0.40 shares issued for exercise of warrants | 50,000    |                     
|July 23, 2004      | $0.40 shares issued for exercise of warrants | 40,000    |                     
|September 13, 2004 | $0.50 options exercised                      | 13,333    |                     
|October 19, 2004   | $1.70 shares issued for private placement    | 3,571,429 |                     
|November 19, 2004  | $0.50 options exercised                      | 100,000   |                     
|November 25, 2004  | $1.70 warrants exercised                     | 125,000   |                     
|November 25, 2004  | $0.20 options exercised                      | 200,000   |                     
|December 17, 2004  | $1.70 warrants exercised                     | 12,500    |                     
|December 17, 2004  | $0.60 warrants exercised                     | 50,000    |                     
|December 31, 2004  | Issued and outstanding                       |           | 35,043,897          



Page 78 of 104



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|                   |                                   |           |                     
|------------------ | --------------------------------- | --------- | --------------------
|                   |                                   | Issuance  | Common Share
Balance
|Jan. 10, 2005      | $0.20 options exercise            | 30,000    |                     
|Jan. 12, 2005      | $0.20 options exercised           | 50,000    |                     
|Jan. 19, 2005      | $0.20 options exercised           | 30,000    |                     
|Feb 10, 2005       | $0.20 options exercised           | 70,000    |                     
|Feb. 25, 2005      | $0.20 options exercised           | 52,700    |                     
|Feb. 28, 2005      | $0.60 warrants exercised          | 250,000   |                     
|Feb. 28, 2005      | $0.55 options exercise            | 20,000    |                     
|Mar. 18, 2005      | $0.50 options exercise            | 13,333    |                     
|April 6, 2005      | $0.38 options exercised           | 150,000   |                     
|April 6, 2005      | $0.60 warrants exercised          | 31,428    |                     
|April 6, 2005      | $0.38 option exercised            | 150,000   |                     
|April 6, 2005      | $0.60 warrants exercised          | 31,428    |                     
|June 6, 2005       | $0.50 option exercise             | 13,334    |                     
|July 18, 2005      | $0.55 option exercise             | 50,000    |                     
|July 21, 2005      | Private Placement @ $1.15         | 2,500,000 |                     
|September 13, 2005 | $0.55 options exercised           | 7,000     |                     
|October 24, 2005   | $0.55 options Exercised           | 40,000    |                     
|November 2, 2005   | $0.83 options Exercised           | 50,000    |                     
|November 25, 2005  | $0.55 options Exercised           | 135,000   |                     
|December 13, 2005  | $0.55 options Exercised           | 97,300    |                     
|December 31, 2005  | Issued and Outstanding            |           | 38,633,992          
|January 3, 2006    | Options Exercised                 | 45,000    |                     
|January 20, 2006   | $1.40 Broker Options Exercised    | 162,500   |                     
|February 7, 2006   | Exercise of Warrants @ $1.70      | 10,500    |                     
|February 15, 2006  | $1.40 Broker Options Exercised    | 38,885    |                     
|February 18, 2006  | $1.40 Broker Options Exercised    | 48,615    |                     
|February 23, 2006  | $0.55 options Exercised           | 321,500   |                     
|March 7, 2006      | Exercise of Warrants @ $1.70      | 10,500    |                     
|March 14, 2006     | Exercise of Warrants @ $1.50      | 15,000    |                     
|March 17, 2006     | Exercise of Warrants @ $1.70      | 21,000    |                     
|March 17, 2006     | Exercise of Warrants @ $1.50      | 22,000    |                     
|March 22, 2006     | Exercise of Warrants @ $1.70      | 25,000    |                     
|March 24, 2006     | Exercise of Stock Options @ $0.50 | 40,000    |                     
|April 3, 2006      | Exercise of Warrants @ $1.70      | 25,000    |                     
|April 4, 2006      | $1.50 options Exercised           | 8,333     |                     
|April 17, 2006     | Exercise of Warrants @ $1.50      | 50,000    |                     
|April 25, 2006     | Exercise of Warrants @ $1.50      | 20,000    |                     
|April 26, 2006     | Exercise of Warrants @ $1.50      | 10,000    |                     
|April 27, 2006     | $1.80 options Exercised           | 13,300    |                     
|May 1, 2006        | Exercise of Warrants @ $1.50      | 15,000    |                     
|May 3, 2006        | $1.50options Exercised            | 10,000    |                     
|May 3, 2006        | $1.35options Exercised            | 10,000    |                     
|May 8, 2006        | $0.83options Exercised            | 50,000    |                     
|May 8, 2006        | Exercise of Warrants @ $1.50      | 10,000    |                     
|May 9, 2006        | Exercise of Warrants @ $1.70      | 8,928     |                     
|May 10, 2006       | Exercise of Warrants @ $1.50      | 37,000    |                     
|May 15, 2006       | Exercise of Warrants @ $1.50      | 125,500   |                     
|May 16, 2006       | Exercise of Warrants @ $1.50      | 78,100    |                     
|May 17, 2006       | Exercise of Warrants @ $1.50      | 50,000    |                     
|May 23, 2006       | Exercise of Warrants @ $1.50      | 11,000    |                     
|May 24, 2006       | Exercise of Warrants @ $1.50      | 31,000    |                     



Page 79 of 104



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|                   |                              |           |                     
|------------------ | ---------------------------- | --------- | --------------------
|                   |                              | Issuance  | Common Share
Balance
|May 25, 2006       | Exercise of Warrants @ $1.50 | 10,000    |                     
|May 25, 2006       | Exercise of Warrants @ $1.50 | 1,672,900 |                     
|May 25, 2006       | $1.08options Exercised       | 33,333    |                     
|June 6, 2006       | Exercise of Warrants @ $1.50 | 12,000    |                     
|June 6, 2006       | $0.83options Exercised       | 100,000   |                     
|June 16, 2006      | $1.13options Exercised       | 33,333    |                     
|July 12, 2006      | $0.55 options Exercised      | 150,000   |                     
|September 26, 2006 | Exercise of Warrants @ $1.70 | 50,000    |                     
|October 2, 2006    | Exercise of Warrants @ $1.70 | 125,000   |                     
|November 28, 2006  | $0.20options Exercised       | 596,000   |                     
|November 28, 2006  | $0.55options Exercised       | 100,000   |                     
|December 7, 2006   | $1.60options Exercised       | 25,000    |                     
|December 31, 2006  | Issued and Outstanding       |           | 42,865,219          
|January 31, 2007   | Issued and Outstanding       |           | 42,865,219          
|February 23, 2007  | Issued and Outstanding       |           | 42,865,219          
|March 31, 2007     | Issued and Outstanding       |           | 42,865,219          
|June 1, 2007       | $1.35 options Exercised      | 45,000    |                     
|June 1, 2007       | $1.07 options Exercised      | 8,333     | 42,918,552          
|                   |                              |           |                     
|June 15, 2007      | Issued and Outstanding       |           | 42,918,552          



Except for finders fees, all issuances noted above were for cash. No shares issuances in the period covered by the above table were subject to discounts, special terms or installment payments.  In addition, the Company has raised funds by issuing special warrants that may be converted into common shares of its subsidiary Minco Silver as described in Item 5B "Liquidity and Resources".



Normal Course Issuer Bid

(Share Buy-Back Program)



On November 20, 2006, the Company announced that it had received approval from the Toronto Stock Exchange (TSX) for the Companys Notice of Intention to Make a Normal Course Issuer Bid.  Under the terms of the Normal Course Issuer Bid, the Company may acquire up to 2,107,210 common shares of the Company (the Shares) between November 22, 2006 and November 21, 2007.  As of the date of the acceptance, the Company had not acquired any of its shares in the last 12 months.  All Shares purchased by the Company under the Normal Course Issuer Bid will be effected through the facilities of the TSX.



The Company is limited, pursuant to the policies of the TSX on issuer bids, to purchase not more than 842,884 shares (2% of the Companys 42,144,219 issued and outstanding Shares as of October 31, 2006) during any 30-day period to a maximum of 2,107,210 Shares (5% of the Companys 42,144,219 issued and outstanding Shares) during the 12 month period.  The price at which the Shares will be purchased pursuant to the Normal Course Issuer Bid by the Company will be the market price of the Shares at the time of acquisition and will be at a price that is not higher than the last independent trade of a board lot of Shares of the Company.  As of the date of this Annual Report the Company has not acquired any of its shares through the normal course issuer bid.



B.

MEMORANDUM AND ARTICLES OF ASSOCIATION



On July 8, 1996, the Company adopted revised Articles of the Company under the laws of the Province of British Columbia Company Act.  On March 29, 2004, the new British Columbia Business Corporations Act (BCA) was proclaimed, replacing the pre-existing British Columbia Company Act.



Page 80 of 104



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Accordingly, the Company is now subject to the BCA, and no longer governed by the Company Act.  The BCA is a more modern corporate statute, and is designed to provide greater flexibility and efficiency for British Columbia companies.  For example, the new BCA does not impose any British Columbia or Canadian residency requirements on the members of the Board of Directors of the Company.



In accordance with the BCA, the Company has filed a transition application with the Registrar of Companies, the principal element of which involved replacing the Companys Memorandum with a new form designated a Notice of Articles.  The Company filed its transition application as of May 11, 2005.  As a result of the Company having filed its transition application, it may alter its Notice of Articles and adopt a new form of Articles to take advantage of the greater flexibility and efficiency inherent in the BCA, and to make its Articles consistent with the terminology and certain provisions of the BCA.  At the Companys Annual General and Special Meeting of Shareholders held on June 27, 2005,



Shareholders approved a Special Resolution approving the alteration of The Notice of Articles of the Company be altered to remove the application of the pre-existing company provisions, as provided for in the British Columbia Business Corporations Act, and the Companys Notice of Articles be altered accordingly.  In addition to deleting the PCPs, the Shareholders of the Company approved the deletion of the Companys existing Articles in their entirety and replaced them with a new set of Articles.  The new set of Articles makes the Companys Articles consistent with the terminology and provisions of the BCA.  Most of the changes in the new form of Articles are minor in nature, and will not affect the Shareholders or the day-to-day administration of the Company.  However, there are several changes of note:  i)  The directors will be able to approve a change of name of the Company without the necessity of obtaining shareholder approval; ii) The directors will be able to increase the authorized capital of the Company, or create one or more classes or series of shares, without the necessity of obtaining shareholder approval; and iii) The requirement that the Company purchase or redeem its shares on a pro-rata basis will be deleted.



Common Shares



All issued and outstanding common shares are fully paid and non-assessable.  Each holder of record of common shares is entitled to one vote for each common share so held on all matters requiring a vote of shareholders, including the election of directors.  The holders of common shares will be entitled to dividends on a pro-rata basis, if and when as declared by the board of directors. There are no preferences, conversion rights, preemptive rights, subscription rights, or restrictions or transfers attached to the common shares.  In the event of liquidation, dissolution, or winding up of the Company, the holders of common shares are entitled to participate in the assets of the Company available for distribution after satisfaction of the claims of creditors.



Powers and Duties of Directors



The directors are to manage or supervise the management of the affairs and business of the Company and have authority to exercise all such powers of the Company as are not, by the Business Corporations Act, or by the memorandum or the articles of incorporation, required to be exercised by the Company in a general meeting.  Directors will serve as such until the next annual meeting.  In general, a director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company whereby a duty or interest might be created to conflict with his duty or interest director, is to declare the nature and extent of his interest in such contract or transaction or the conflict or potential conflict with his duty and interest as a director.



Such director may not vote in respect of any such contract or transaction with the Company in which he is interested and if he does so, his vote will note be counted, but he will be counted in the quorum present at the meeting at which such vote is taken.  However, notwithstanding the foregoing, directors have the right to vote on determining the remuneration of the directors.  The directors may from time to time on behalf of the Company; (a) borrow money in such manner and amount from such sources and upon such terms and conditions as they think fit; (b) issue bonds, debentures and other debt obligations; or (c) mortgage, charge or give other security on the whole or any part of the property and assets of the Company.  There is a minimum share ownership requirement for the Company's directors.



Shareholders



An annual general meeting is to be held once in every calendar year at such time and place as may be determined by the directors.  A quorum at an annual general meeting and special meeting is two shareholders or one or more proxy holder representing two shareholders, or one shareholder and a proxy holder representing another shareholder.



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There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Canada Act, (the Investment Act) discussed below under Item 10. Additional Information, D. Exchange Controls..  In accordance with British Columbia law, directors are elected by an ordinary resolution which means (a) a resolution passed by the shareholders of the Company in general meeting by a simple majority of the votes cast in person or by proxy, or (b) a resolution that has been submitted to the shareholders of the Company who would have been entitled to vote on it in person or by proxy at a general meeting of the Company and that has been consented to in writing by such shareholders of the Company holding shares carrying not less than three-quarters of the votes entitled to be cast on it.



Under British Columbia law certain items such as an amendment to the Companys articles or entering into a merger, requires approval by a special resolution which means (a) a resolution passed by a majority of not less than 3/4 of the votes cast by the shareholders of the Company who, being entitled to do so, vote in person or by proxy at a general meeting of the Company (b) a resolution consented to in writing by every shareholder of the Company who would have been entitled to vote in person or by proxy at a general meeting of the Company, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the Company.



C.

MATERIAL CONTRACTS



The only material contracts not in the ordinary course of business entered into by the Company during the financial year ended December 31, 2006, or in prior years that are still in effect are:



|                   |                                 |                                                                                                                                                                        |                                               
|------------------ | ------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------
|DATE               | DOCUMENT                        | PARTY                                                                                                                                                                  | REFERENCE TO:                                 
|March 24, 2004     | Amending agreement              | Between the Company and Exploration and Development Institute of Land and Resources of Inner Mongolia                                                                  | Mineral Properties, Gobi                      
|April 26, 2004     | Share transfer agreement        | Between the Company and Shengda Group of Companies                                                                                                                     | Mineral Properties, Yangshan Western Extension
|May 17, 2004       | 30-year
joint venture agreement | Between the Company,  Guangdong Geological Exploration and Development Corporation, Zhuhai Zhenjie Developments Ltd. and Foshan Baojiang Nonferrous Metals Corporation | Mineral Properties, Changkeng Gold Deposit    
|May 26, 2004       | 30-year joint venture
agreement | Guangdong Geological Exploration and Development Corporation                                                                                                           | Mineral Properties, Fuwan silver property     
|August 20, 2004    | Assignment Agreement            | Between Minco Gold Corporation, Minco China, Minco BVI and Minco Silver Corporation                                                                                    | Mineral Properties, Fuwan silver property     
|September 28, 2004 | Joint venture contract          | Between Minco Silver and Guangdong Geological Exploration and Development Corp.                                                                                        | Mineral Properties, Fuwan silver property     
|January 1, 2007    | Cost Sharing
Agreement          | Between Minco Silver Corporation, Minco Gold Corporation, Tranzcom China Security Networks Inc. and Aquasol Envirotech (Canada) Inc.                                   |                                               
|October 4, 2004    | Strategic alliance agreement    | Between the Company, Minco Silver and Silver Standard                                                                                                                  | Mineral Properties, Fuwan silver property     



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|                  |                                     |                                                               |                                               
|----------------- | ----------------------------------- | ------------------------------------------------------------- | ----------------------------------------------
|DATE              | DOCUMENT                            | PARTY                                                         | REFERENCE TO:                                 
|December 18, 2004 | Joint venture agreement             | Between the Company and Gansu Quinqi Mining Co. Ltd.          | Mineral Properties, Yangshan Western Extension
|May 2, 2005       | Confirmation Agreement              | Between Minco Silver Corporation, the Company and Minco China | Mineral Properties, Fuwan silver property     
|August 24, 2006   | Second Confirmation Agreement dated | Between Minco Silver Corporation, the Company and Minco China | Mineral Properties, Fuwan silver property     



D.

EXCHANGE CONTROLS



There is no law, governmental decree or regulation in Canada that restricts the export or import of capital or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares other than withholding tax requirements.  Any such remittances to United States residents are subject to withholding tax.  See Taxation.  There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Act.



The following discussion summarizes the principal features of the Investment Act for a non-resident who proposes to acquire the common shares.  The Investment Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an entity) that is not a Canadian as defined in the Investment Act (a non-Canadian), unless after review, the Director of Investments appointed by the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada.  An investment in the common shares by a non-Canadian other than a WTO Investor (as that term is defined by the Investment Act, and which term includes entities which are nationals of or are controlled by nationals of member states of the World Trade Organization) when the Company was not controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Company and the value of the assets of the Company, as determined in accordance with the regulations promulgated under the Investment Act, was $5 million or more, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canadas cultural heritage or national identity, regardless of the value of the assets of the Company.  An investment in the common shares by a WTO Investor, or by a non-Canadian when the Company was controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Company and the value of the assets of the Company, as determined in accordance with the regulations promulgated under the Investment Act was not less than a specified amount, which for 1996 was any amount in excess of $168 million.



A non-Canadian would acquire control of the Company for the purposes of the Investment Act if the non-Canadian acquired a majority of the common shares.  The acquisition of one third or more, but less than a majority of the common shares would be presumed to be an acquisition of control of the Company unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquirer through the ownership of the common shares.  Certain transactions relating to the common shares would be exempt from the Investment Act, including:  (a) an acquisition of the common shares by a person in the ordinary course of that persons business as a trader or dealer in securities; (b) an acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act; and (c) an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through the ownership of the common shares, remained unchanged.



Chinese Currency



The Renminbi currently is not a freely convertible currency.  Although central government's policies were introduced in 1996 to reduce restrictions on the convertibility of Renminbi into foreign currency for current account items, conversion of Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or security, requires the approval of the State Administration of Foreign Exchange and other relevant authorities.  The People's Bank of China, or PBOC, sets and publishes daily a base exchange rate with reference primarily to the supply and demand of Renminbi against a basket of currencies in the market during the prior day.



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The PBOC also takes into account other factors, such as the general conditions existing in the international foreign exchange markets. Since 1994, the conversion of Renminbi into foreign currencies, including Hong Kong dollars and U.S. dollars, has been based on rates set by the PBOC, which are set daily based on the previous day's interbank foreign exchange market rates and current exchange rates in the world financial markets.  From 1994 to July 20, 2005, the official exchange rate for the conversion of Renminbi to U.S. dollars was generally stable.



Although Chinese governmental policies were introduced in 1996 to reduce restrictions on the convertibility of Renminbi into foreign currency for current account items, conversion of Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration for Foreign Exchange and other relevant authorities.



On July 21, 2005, the PRC government introduced a managed floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies. On the same day, the value of the Renminbi appreciated by 2% against the U.S. dollar.  The PRC government has since made and in the future may make further adjustments to the exchange rate system. The PBOC announces the closing price of a foreign currency traded against the Renminbi in the inter-bank foreign exchange market after the closing of the market on each working day, and makes it the central parity for the trading against the Renminbi on the following working day.



E.

TAXATION



Canadian Federal Income Tax Consequences



The following summarizes the principal Canadian federal income tax consequences applicable to the holding and disposition of common shares in the capital of the Company by a United States resident, and who holds common shares solely as capital property (a US Holder).  This summary is based on the current provisions of the Income Tax Act (Canada) (the Tax Act), the regulations thereunder, all amendments thereto publicly proposed by the government of Canada, the published administrative practices of Canada Revenue Agency, and on the current provisions of the Canada-United States Income Tax Convention, 1980, as amended (the Treaty).



Except as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign (including without limitation, any US) tax law or treaty.  It has been assumed that all currently proposed amendments will be enacted substantially as proposed and that there is no other relevant change in any governing law or practice, although no assurance can be given in these respects.  Each US Holder is advised to obtain tax and legal advice applicable to such US Holders particular circumstances.  Every US Holder is liable to pay a Canadian withholding tax on every dividend that is or is deemed to be paid or credited to the US Holder on the US Holders common shares.  The statutory rate of withholding tax is 25% of the gross amount of the dividend paid.  The Treaty reduces the statutory rate with respect to dividends paid to a US Holder for the purposes of the Treaty.  Where applicable, the general rate of withholding tax under the Treaty is 15% of the gross amount of the dividend, but if the US Holder is a company that owns at least 10% of the voting stock of the Company and beneficially owns the dividend, the rate of withholding tax is 5% for dividends paid or credited after 1996 to such corporate US Holder.  The Company is required to withhold the applicable tax from the dividend payable to the US Holder, and to remit the tax to the Receiver General of Canada for the account of the US Holder.



Pursuant to the Tax Act, a US Holder will not be subject to Canadian capital gains tax on any capital gain realized on an actual or deemed disposition of a common share, including a deemed disposition on death, provided that the US Holder did not hold the common share as capital property used in carrying on a business in Canada, and that neither the U. S. Holder nor persons with whom the US Holder did not deal at arms length (alone or together) owned or had the right or an option to acquire 25% or more of the issued shares of any class of the Company at any time in the five years immediately preceding the disposition.



United States Tax Consequences



US Holders



As used herein, a US Holder includes a holder of Common Shares who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof. If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds common shares, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. If a U.S. Holder is a partner in a partnership that holds the common shares , the U.S. Holder should consult its tax advisor



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regarding the specific tax consequences of owning and disposing of its shares.A US Holder does not include (1) those who own (directly, or indirectly by attribution) 10% or more of the share capital or voting power of the Company; (2) are persons subject to the alternative minimum tax; (3) persons holding the shares as part of a straddle, hedging or conversion transaction and (4)persons subject to special provisions of federal income tax laws, such as tax exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of common shares is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation.



The following discussion is based upon the sections of the Code, Treasury Regulations, published Internal Revenue Service rulings, published administrative positions of the Internal Revenue Service and court decisions that are currently applicable, any or all of which could be materially adversely changed, possibly on a retroactive basis, at any time.  In addition, this discussion does not consider the potential effects, both adverse and beneficial, of recently proposed legislation which, if enacted could be applied, possibly on a retroactive basis, at any time.  A holder or prospective holder of the Companys common shares should consult his or her own tax advisors about federal, state local and foreign tax consequences of purchasing, owning and disposing of the common shares of the Company.



Passive Foreign Investment Companies



The Treaty essentially calls for taxation of shareholders by the shareholders country of residence.  In those instances in which a tax may be assessed by the other country, a corresponding credit against the tax owed in the country of residence is generally available, subject to limitations.



Under Section 1297 of the Internal Revenue Code of the United States, a foreign investment corporation is treated as a passive foreign investment company (a PFIC) if for the taxable year it earns 75% or more of its gross income from passive sources or if 50% or more of the value of its assets produce passive income or are held for the production of passive income.  The Company believes that it is a passive foreign investment company (PFIC) for United States federal income tax purposes with respect to a United States Investor.  Because the Company is a PFIC, unless a United States Investor who owns shares in the Company elects (a section 1295 election) to have the Company treated as a qualified electing fund (a QEF) as described below, the following rules apply:



1.

Distributions made by the Company during a taxable year to a United States Investor who owns shares in the Company that are an excess distribution (defined generally as the excess of the amount received with respect to the shares in any taxable year over 125% of the average received in the shorter of either the three previous years or such United States Investors holding period before the taxable year) must be allocated ratably to each day of such shareholders holding period.  The amount allocated to the current taxable year and to years when the Company was not a PFIC must be included as ordinary income in the shareholders gross income for the year of distribution.

The remainder is not included in gross income but the shareholder must pay a deferred tax on that portion.  The deferred tax amount, in general, is the amount of tax that would have been owed if the allocated amount had been included in income in the earlier year calculated at the highest rate in effect for that year, plus interest.  The interest charge is at the rate applicable to deficiencies in income taxes.

2.

The entire amount of any gain realized upon the sale or other disposition of the share will be treated as an excess distribution made in the year of sale or other disposition and as a consequence will be treated as ordinary income and, to the extent allocated to years prior to the year of sale or disposition, will be subject to the interest charge described above.  A shareholder that makes a section 1295 election will be currently taxable on his or her pro rata share of the Companys ordinary earnings and net capital gain (at ordinary income and capital gains rates, respectively) for each taxable year of the Company, regardless of whether or not distributions were received.  The shareholders basis in his or her shares will be increased to reflect taxed but undistributed income.  Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the shares and will not be taxed against as a distribution to the shareholder.  A shareholder may make a section 1295 election with respect to a PFIC for any taxable year of the shareholder (shareholders election year).  A section 1295 election is effective for the shareholders election year and all subsequent taxable years of the shareholder.  (In temporary regulations,



Treasury provides procedures for both retroactive and protective elections).  Once a section 1295 election is made it remains in effect, although not applicable, during those years that the Company is not a PFIC.  Therefore, if the Company requalifies as a PFIC, the section 1295 election previously made is still valid and the shareholder is required to satisfy the requirements of that election.  Once a shareholder makes a section 1295 election, the



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shareholder may revoke the election only with the consent of the Secretary.



If the shareholder makes the section 1295 election for the first tax year of the Company as a PFIC that is included in the shareholders holding period, the result will be that the PFIC will qualify as a pedigreed QEF with respect to the shareholder.  If a QEF is an unpedigreed QEF with respect to the shareholder, the shareholder is subject to both the non-QEF and QEF treatment.  Certain elections are available which enable shareholders to convert an unpedigreed QEF into a pedigreed QEF thereby avoiding such dual application.



A shareholder making the section 1295 election must make the election on or before the due date, as extended, for filing the shareholders income tax return for the first taxable year to which the election will apply.  A shareholder must make a section 1295 election by completing Form 8621; attaching said Form to its federal income tax return; and reflecting in the Form the information provided in the PFIC Annual Information Statement or if the shareholder calculated the financial information, a statement to that effect; and filing a copy of the Form with the Philadelphia Service Center.  As provided in IRS Notice 88-125, the PFIC Annual Information Statement must include the shareholders pro rata shares of the ordinary earnings and net capital gain of the PFIC for the PFICs taxable year or information that will enable the shareholder to calculate its pro rata shares.  In addition, the PFIC Annual Information Statement must contain information about distributions to shareholders and a statement that the PFIC will permit the shareholder to inspect and copy its permanent books of account, records, and other documents of the PFIC necessary to determine that the ordinary earnings and net capital gain of the PFIC have been calculated according to federal income tax accounting principles.



Temporary regulations have recently clarified that a shareholder may obtain the books, records and other documents of the foreign corporation necessary for the shareholder to determine the correct earnings and profits and net capital gain of the PFIC according to federal income tax principles and calculate the shareholder's pro rata shares of the PFICs ordinary earnings and net capital gain.  In that case, the PFIC must include a statement in its PFIC Annual Information Statement that it has permitted the shareholder to examine the PFICs books of account, records, and other documents necessary for the shareholder to calculate the amounts of ordinary earnings and net capital gain.



Because the Companys stock is marketable under section 1296(e), a US Investor may elect to mark the stock to market each year.  In general, a PFIC shareholder who elects under section 1296 to mark the marketable stock of a PFIC includes in income each year an amount equal to the excess, if any, on the fair market value of the PFIC stock as of the close of the taxable year over the shareholders adjusted basis in such stock.  A shareholder is also generally allowed a deduction for the excess, if any, of the adjusted basis of the PFIC stock over the fair market value as of the close of the taxable year.  Deductions under this rule, however, are allowable only to the extent of any net mark to market gains with respect to the stock included by the shareholder for prior taxable years.



While the interest charge regime under the PFIC rules generally does not apply to distributions from and dispositions of stock of a PFIC where the US Investor has marked to market, coordination rules for limited application will apply in the case of a US Investor that marks to market PFIC stock later than the beginning of the shareholders holding period for the PFIC stock.  Special rules apply with respect to the calculation of the amount of the foreign tax credit with respect to excess distributions by a PFIC or inclusions under a QEF.  Each US Holder should consult a tax advisor with respect to how the PFIC rules may affect such shareholder's tax situation.  In particular, a US Holder should determine whether such shareholder should elect to have the Company be treated as a Qualified Electing Fund.



Other Consequences



To the extent a shareholder is not subject to the tax regimes outlined above with respect to foreign corporations that are PFICs, the following discussion describes the United States federal income tax consequences arising from the holding and disposition of the Companys Common Shares.





Distribution on Common Shares



US Holders receiving dividend distributions (including constructive dividends) with respect to the Companys common shares are required to include in gross income for United States federal income tax purposes the gross amount of such distribution to the extent that the Company has current or accumulated earnings or profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the US



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Holders United States federal income tax liability or, alternatively, may be deducted in computing the US Holders United States federal income tax by those who itemize deductions.  (See more detailed discussions at Foreign Tax Credit below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the US Holders adjusted basis in the common shares and thereafter as gain from the sale or exchange of such shares.  Preferential tax rates for the long-term capital gains are applicable to a US Holder which is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains for a US Holder which is a corporation.



Dividends paid on the Companys common shares will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.  A US Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company if such US Holder owns shares representing at least 10% of the voting power and value of the Company.



Foreign Tax Credit



A US Holder who pays (or has withheld from distribution) Canadian income tax with respect to the ownership of the Companys common shares may be entitled, at the option of the US Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a tax credit, because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayers income subject to tax.



This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the US Holder during that year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the US Holders United States income tax liability that the US Holders foreign source income bears to his or its worldwide taxable income.  In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources.  Complex rules govern this classification process.  There are further limitations on the foreign tax credit for certain types of income, such as passive income, high withholding tax interest, financial services income, shipping income, and certain other classifications of income.  The availability of foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of common shares should consult their own tax advisors regarding their individual circumstances.



Disposition of Common Shares



A US Holder will recognize gain and loss upon the sale of the common shares equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received and (ii) the shareholders tax basis in the common shares.



The gain or loss will be capital gain or loss if the shares are a capital asset in the hands of the US Holder, and will be a short-term or long-term capital gain or loss depending on each US Holders holding period.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For US Holders who are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted.



For US Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.





F.

DIVIDENDS AND PAYING AGENTS



There are no restrictions on the payment of dividends by the Company. While dividends may be declared at the discretion of the Companys board of directors, the Company has not declared any dividends as of the date of this Registration Statement, nor does it intend to do so in the foreseeable future. Accordingly the Company has not appointed any financial organization to act as paying agents of the Company.





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G.

STATEMENT BY EXPERTS



We have included in Item 4. Information on the Company information about the Fuwan Silver Project from an updated technical report prepared by P & E Mining Consultants Inc., of 2 County Court Blvd., Suite 202, Brampton. Ontario, Canada, L6W 3W8. The authors of the report are Eugene Puritch P.Eng. and Tracy Armstrong P.Geo. The technical report was prepared under the guidelines of Canadian National Instruments 43-101.  The Company filed the Updated 43-101 technical report on November 2, 2006 via SEDAR.  P&E Mining Consultants Inc. has consented to the inclusion of this information and has authorized the relevant contents of Item 4. Information on the Company.  We have included in Item 4. Information on the Company information about the Jinniushan Gold Project Silver Project from a technical report prepared by Peter G. Folk, P. Eng., of 280 Wood Dale Drive, Comp. 47, Site 21, Mayne Island, B.C., Canada, V0N 2J0. The technical report was prepared under the guidelines of Canadian National Instruments 43-101.  The Company filed the Updated 43-101 technical report on January 3, 2007 via SEDAR.  Peter G. Folk has consented to the inclusion of this information and has authorized the relevant contents of Item 4. Information on the Company. We have included in Item 4. Information on the Company information about the White Silver Mountain Project from a technical report prepared by Kenneth R. Thorsen, P. Eng., BSc., of 1936 Eureka  Ave., Port Coquitlam, British Columbia, Canada, V3C  5P5.  The technical report was prepared under the guidelines of Canadian National Instruments 43-101.  The Company filed the Report on April 23, 2007 via SEDAR and the report for reference is dated March 15, 2007.  Kenneth R. Thorsen has consented to the inclusion of this information and has authorized the relevant contents of Item 4. Information on the Company.



H.

DOCUMENTS ON DISPLAY



The Company files annual reports and furnishes other information with the SEC. You may read and copy any document that we file at the SEC's Public Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 or by accessing the Commissions website (http://www.sec.gov). The Company also files its annual reports and other information with the Canadian Securities Administrators via SEDAR (www.sedar.com).  Copies of the Companys material contracts are kept in the Companys administrative headquarters.



I.

SUBSIDIARY INFORMATION



The Company has three subsidiaries with current or planned business operations, which are all created for the exploration and acquisition of mineral projects in China as described below. With the exception of Minco Silver, these subsidiaries are wholly-owned.



·

Minco Base Metals Corporation, incorporated on August 20, 2004, under the laws of British Columbia.  This company was formed to segregate its base metal projects as part of a long term plan to build the Companys base metals assets in China.  The White Silver Mountain project will form the asset base of this company.  This company is currently searching for other projects to acquire and develop in China.

·

Minco Mining (China) Corporation, incorporated in China on May 12, 2004, for the purposes of  managing Minco Golds projects in China, enhancing the Companys management team in China, and expanding upon certain mining activities (such as staking) in China.  This company currently has eight full time and part time employees.

·

Minco Silver Corporation, incorporated on August 20, 2004, under the laws of British Columbia.  Minco Silver was a 100% owned subsidiary of the Company.  This company was incorporated to acquire and develop silver projects in China and is currently involved with the development of the Fuwan silver property in Guangdong Province, China.



At December 31, 2004, the Company owned a 70% interest in Minco Silver but following a subsequent financing by Minco Silver, Minco Golds interest decreased to 55.56%.  On December 2, 2005, Minco Silver became a report issuer listed on the Toronto Stock Exchange (TSX) under the trading symbol MSV.  The Company currently owns 14,000,000 common shares of Minco Silver or a 45% of the issued and outstanding common shares of Minco Silver.  Minco Silver and GGEDC agreed pursuant to the Amending Contract that, subject to the payment of the applicable purchase price, Minco Silver (through Minco China) would hold a 100% interest in the Fuwan Permits, subject to GGEDC retaining a 10% net profit interest in the properties subject to the Fuwan Permits.



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ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK



The Company is exposed to market risk, primarily related to foreign exchange.  The Company uses the Canadian dollar as its reporting currency and is therefore exposed to foreign exchange movements in China where the Company is conducting exploration activities.  The following table sets forth the principal components of the balance sheet at December 31, 2006 showing the sensitivity to exchange risk:



Year Ended December 31, 2006





|                                         |                |                  |                                         |     
|---------------------------------------- | -------------- | ---------------- | --------------------------------------- | ----
|                                         | Denominated in | Total Value
in $ | Effect of a 10% Change in Exchange Rate
|$                                        | RMB           
|Cash and equivalents                     | (93,004)       | 1,889,997        | 188,749                                 | 14% 
|Temporary investments                    | 7,974,825      | 20,177,000       | 10,982,726                              | 2%  
|Receivables                              | 594,248        | 3,294,801        | 1,085,423                               | 4%  
|Prepaid expenses and deposits            | 178,003        | 47,435           | 185,074                                 | 0.3%
|Accounts payable and accrued liabilities | 384,482        | 782,458          | 501,128                                 | 2%  



The following table sets forth the principal components of statement of operations for the year ended December 31, 2006 showing the sensitivity to exchange risk:



|                         |                |                  |                                         |     
|------------------------ | -------------- | ---------------- | --------------------------------------- | ----
|                         | Denominated in | Total Value
in $ | Effect of a 10% Change in Exchange Rate
|$                        | RMB           
|Exploration costs        | 1,097,844      | 10,316,226       | 2,563,132                               | 5%  
|Administrative expenses  | 5,465,183      | 2,302,731        | 5,792,256                               | 1%  
|Other income (loss)      | 5,348,678      | 251,054          | 5,384,337                               | 0.1%
|Non-controlling interest | 1,381,727      | -                | 1,381,727                               | 0%  



Year Ended December 31, 2005



|                                         |                |                  |                                         |     
|---------------------------------------- | -------------- | ---------------- | --------------------------------------- | ----
|                                         | Denominated in | Total Value
in $ | Effect of a 10% Change in Exchange Rate
|$                                        | RMB           
|Cash and equivalents                     | 242,185        | 4,010,472        | 821,164                                 | 6.5%
|Temporary investments                    | 15,705,409     | 9,500,000        | 17,076,894                              | 1%  
|Receivables                              | 238,784        | 559,713          | 319,588                                 | 2.3%
|Prepaid expenses and deposits            | 145,542        | 255,675          | 182,452                                 | 2%  
|Accounts payable and accrued liabilities | 362,842        | 3,668,819        | 905,105                                 | 4.7%



The following table sets forth the principal components of statement of operations for the year ended December 31, 2005 showing the sensitivity to exchange risk:





|                         |                |                  |                                         |      | 
|------------------------ | -------------- | ---------------- | --------------------------------------- | ---- | 
|                         | Denominated in | Total Value
in $ | Effect of a 10% Change in Exchange Rate
|$                        | RMB           
|Exploration costs        | 331,318        | 4,474,027        | 2,731,168                               | 6%  
|Administrative expenses  | 2,492,805      | 2,474,774        | 2,858,020                               | 1.2%
|Other income (loss)      | 411,254        | 200,379          | 3,393,825                               | 1%  
|Non-controlling interest | 1,181,822      | -                | 1,181,822                               | -   



We believe that the selected rate change of 10% is reasonably possible in the near term.  The Company has not entered into any material foreign exchange contracts to minimize or mitigate the effects of foreign exchange fluctuations on the Companys operations.  The Company exchanges Canadian dollars to fund its Chinese operations.  The Company has no long-term debt, therefore, the Company does not believe that the interest rate market risk to be material.



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ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



Not applicable.

PART II



ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES

AND DELINQUENCIES



Not Applicable



ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF

SECURITY HOLDERS AND USE OF PROCEEDS



Not Applicable



ITEM 15.

CONTROLS AND PROCEDURES



(a)

Disclosure controls and procedures



The Company maintains internal controls over financial reporting designed to provide reasonable assurance regarding the completeness and reliability of financial reporting and the preparation of the consolidated financial statements in accordance with generally accepted accounting principles in Canada  and the United States ("GAAP). The Company has in place polices and procedures regarding the maintenance of records to ensure they are complete and accurate and fairly reflect the transactions of the Company and provide reasonable assurance that only authorized expenditures and asset dispositions are undertaken.



The Company has a limited number of staff and it is not always possible to achieve a complete segregation of incompatible duties. Management attempts to mitigate the risk of any material misstatement occurring through compensating controls and the hands-on involvement and knowledge of the senior management, however, a control system, no matter how well designed and functioning, can only provide reasonable, not absolute assurance the objectives of the control system are met.



Management noted some areas that need improvement in the financial reporting process during a review and evaluation of the effectiveness of its internal controls over financial reporting of the Companys operations in China. The accounting staff in China prepares financial statements in accordance with the requirements in China and not in accordance with GAAP. The accounting staff in Canada has bilingual language abilities (English and Chinese) and oversees the operations in China to ensure the adjustments required to present the financial statements of the operations in accordance with  GAAP are identified, however, the limited staff resources, the time difference and the geographical distances between its head office and operations in China creates some challenges. The Company intends to hire a knowledgeable, bilingual staff member in China who will devote a substantial amount of time and effort to ensure Canadian and U.S. reporting and compliance matters are addressed in China.



Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Companys Chief Executive Officer and Chief Financial officer, on a timely basis so that appropriate decisions can be made regarding public disclosure. As at the end of the period covered by this 20-F, management of the Company, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Companys disclosure controls and procedures as required by Canadian Securities Laws. Based on that evaluation, of the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this 20-F, the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Companys annual and interim filings and other reports filed or submitted under Canadian securities laws is recorded, processed, summarized and reported within the time period specified by those laws and that material information is accumulated to management of the Company including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow for accurate disclosure to be made on a timely basis.



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Based on their evaluation as of December 31, 2006, the Company's principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the "Exchange Act")) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, in accordance with paragraph (b) of Rule 13a-15.



(b)

Evaluation of disclosure controls and procedures



Not applicable



(c)

Attestation report of the registered public accounting firm



Not applicable



(d)

Changes in internal controls



There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT



The Companys board of directors has determined that the company has one audit committee financial expert serving on its audit committee and that the individual is independent.  Mr. James Carter, Chairman of the audit committee serves as the audit committees financial expert. He is a Chartered Accountant, with over 35 years experience in both public and private companies.



ITEM 16B.

CODE OF ETHICS - BOARD OF

DIRECTORS AND OFFICERS



The following is the Companys Code of Ethics for the Board of Directors.





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Introduction



Our board of directors has adopted a code of ethics to provide principles for the purpose of promoting:



·

honest and ethical conduct, including the ethical handling of actual or apparent  conflicts of interest between personal and professional relationships;

·

full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications;

·

compliance with applicable governmental laws, rules and regulations;

·

the prompt internal reporting of violations of our code of ethics; and

·

accountability for adherence to our code of ethics.



Our code of ethics applies to our chief executive officer and other senior financial officers performing similar functions as these individuals are responsible for our financial management and satisfying our reporting requirements to securities commissions, stock exchanges and shareholders as well as reporting to our board of directors.  In our code of ethics these individuals are referred to as you.



Principles



1.

You shall act with honesty and integrity in the performance of your duties, shall comply with all laws, rules and regulations of federal, provincial, state and local governments and other private and public regulatory agencies that affect the conduct of our business and our financial reporting.

2.

You are responsible for full, fair, accurate, timely and understandable disclosure in the reports and documents that we file with, or submit to, the Securities and Exchange Commission and in our other public communications.  Accordingly, each of you is responsible for promptly bringing to the attention of the chairman of the board any material information of which you may become aware that affects our disclosure in our public filings.

3.

You shall promptly bring to the attention of the chairman of the board any information you may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to us and the operation of our business or any violation of this Code of Ethics.  In either event, any reporting is confidential and you are protected from retaliation.

4.

You shall promptly bring to the attention of the chairman of the board any information you may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect our ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in our financial reporting, disclosures or internal controls.

5.

You must avoid any personal activity or association that could appear to influence your judgment or affect our best interests.  You shall promptly bring to the attention of the chairman of the board any information you may have concerning any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in our financial reporting, disclosures or internal controls.



Violations and Waivers



Our chairman of the board is to advise the board of directors in writing of all violations of this code of ethics reported to him.  Our board of directors is to determine, with or without the advice of others, appropriate actions to be taken in the event you violate this code of ethics.  These actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this code of ethics and may include actions ranging from: (a) writing notices to the individual involved that the Board has determined that there has been a violation to (b) termination of the individuals employment.  In determining what action is appropriate in a particular case, the board of directors will take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violation in the past.



No waivers of any provision of this code of ethics may be made except by the board of directors.  Only the board of directors may amend this code of ethics.  Any waiver or amendment shall be reported as required by law or regulation.





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ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES



During the past two fiscal years, the Company has paid the following fees to its principal accountants, Ernst & Young, LLP:



20062005Audit fees$ 80,000$ 84,500Audit-related fees-33,650Tax fees3,80026,744All other fees--Total$ 83,800$144,894




ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS

FOR AUDIT COMMITTEES



The Company believes that the majority of the members of the audit committee were independent.



ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY

THE ISSUER AND AFFILIATE PURCHASERS



None



ITEM 16F.

OTHER



CORPORATE GOVERNANCE CHARTER



The following is the Companys Corporate Governance Charter.



In accordance with the disclosure requirements of Toronto Stock Exchange and using the Corporate Governance Guidelines set out in Section 474 of the Toronto Stock Exchange Company Manual as a reference (the "Guidelines"), the Board of Directors of the Company has adopted the following statement of corporate governance practices:



1.

The Board acknowledges its responsibility for the stewardship of the Company in the following ways:



(i)

The Board participates in strategic planning by considering and, if deemed appropriate, adopting plans proposed and developed by management, with management having the primary responsibility for developing a strategic plan.

(ii)

The Board considers the risks inherent in the mining industry and receives periodic assessments from management as to these risks and the Company's strategies to manage these risks.

(iii)

The Board reviews the personnel needs of the Company from time to time, having particular regard to succession issues relating to senior management.  The training and development of personnel is generally left to management.

(iv)

The Board assesses from time to time how effectively the Company communicates with shareholders, but does not have a formal communication policy.

(v)

The Board, through the Audit Committee and in conjunction with its auditors, assesses the adequacy of the Company's internal control and management information systems.



The foregoing does not and is expressly not intended to alter, affect or expand in any way the legal duties of the directors to manage or supervise the management of the affairs and business of the Company.





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2.

The Guidelines define an "unrelated director" as a director who is independent of management and is free from any interest and any business or other relationship which could, or could be perceived to, materially interfere with the director's ability to act with a view to the best interests of a corporation, other than interests and relationships arising from shareholdings. The Guidelines further state that if the Company has a "significant shareholder", the board should include a number of directors who do not have interests in or relationships with either the corporation or the significant shareholder.  The Company does not have a "significant shareholder" which, as defined by the Guidelines, is a shareholder with the ability to exercise a majority of votes for the election of the board of directors. The entrepreneurial nature of the Company, and the current stage of the Company's development, make it appropriate for the Board to be composed of the present number and composition of directors, and the Board believes that when balanced against the attendant increase in cost to the Company and possible reduction in the efficiency with which decisions are made, it would not be warranted to significantly increase the size of the Board or change the Board's composition at this time.

3.

The Board has not constituted a nominating committee to propose new Board nominees and for assessing directors' performance as the Company is too small to justify a formal process in this regard.  However, the Board as a whole from time to time discusses potential candidates for the Board.

4.

For the reasons cited in 3 above, the Board has not constituted a committee to assess the effectiveness of the Board as a whole or the contribution of individual directors.

5.

The Company does not have a formal process of orientation and education for new members of the Board as some senior Board members currently have considerable experience as members of the boards of other public companies.

6.

The Board has considered its size with a view to the impact of size upon its effectiveness and has concluded that the number of directors as presently constituted is appropriate for the Company given the complexity and current stage of development of the Company's business.  The Board as presently constituted includes considerable experience in the mining industry and generally in the resource sector as well as financial experience.

7.

Board members are presently compensated in the manner described under "Executive Compensation" and the Board has determined that the level of compensation is appropriate having regard to the responsibilities and risks associated with Board membership and the compensation provided to Boards of similar companies.

8.

The Board of Directors has expressly assumed the responsibility for developing the Company's approach to governance issues and in responding to governance guidelines.

9.

The Company has not formally developed position descriptions for the Board and the Chief Executive Officer.  However, the Board is satisfied that senior management is fully aware of their responsibilities and those matters which are within their mandate.

10.

The Board has functioned, and is of the view that it can continue to function, independently of management as required.  The Board has not met without management present, given management representation on the Board and given that in view of the size of the Company and the nature of its business, it is essential that those having an intimate knowledge of the Company's operations be present during important Board discussions.  Notwithstanding the foregoing, if the Board believed it was appropriate and meaningful, it would formalize a process whereby the Board could meet in the absence of management for the handling of the Board's overall relationship with management.

11.

The Audit Committee is composed of two outside and unrelated directors and one inside and related director.  The roles and responsibilities of the Audit Committee have been specifically defined and include responsibility for overseeing management reporting on internal control.  The Audit Committee has direct communication channels with the external auditors.  The external auditors report directly to the Audit Committee.  Due to its size, the Company has no formal internal audit process.  The Audit Committee also recommends to the Board the external auditor to be nominated for the purpose of preparing or issuing an auditors report, as well as the compensation to be paid to the external auditor.

12.

The Board has not adopted a formal system which would enable an individual director to engage an outside advisor at the expense of the Company.  If such an engagement were deemed appropriate, it is anticipated that such a request would be brought by the particular director to the Board for consideration.



IN ADDITION TO THE FOREGOING CORPORATE GOVERNANCE PRACTICES, THE COMPANY HAS ALSO ADOPTED A COMMUNICATIONS POLICY.  BOTH THE TORONTO STOCK EXCHANGE (THE TSX) AND THE VARIOUS PROVINCIAL SECURITIES COMMISSIONS ENCOURAGE COMPANIES TO ADOPT THEIR OWN INTERNAL COMMUNICATIONS POLICIES (THE COMMUNICATIONS POLICY). TO FACILITATE THIS, THE TSX AND THE CANADIAN SECURITIES ADMINISTRATORS (THE CSA) HAVE ISSUED SIMILARLY-WORDED GUIDELINES  THE FORMER IS FOUND IN PART IV(B) TIMELY DISCLOSURE OF THE TSX COMPANY MANUAL; THE LATTER IN NATIONAL POLICY 51-201, DISCLOSURE STANDARDS.  THE COMPANYS COMMUNICATIONS POLICY INCORPORATES THE AFOREMENTIONED TSX AND CSA GUIDELINES.





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COMMUNICATIONS POLICY



The Communications Policy also explains the Company's policies with respect to confidentiality of information and rules that must be followed when buying or selling the Company shares.  The onus for complying with the Communications Policy and the relevant insider trading and other rules is on each director, officer, employee and insider of the Company.The Communications Policy also contains the Companys whistleblower policies.  Each employee is expected to report situations in which he or her suspects fraud or is aware of any internal control weaknesses.  In addition, weaknesses in the internal control procedures of the Company that may result in errors or omissions in financial information, or that create a risk of potential fraud or loss of the Companys assets, are expected to be brought to the attention of both management and the Board of Directors.



To facilitate the reporting of suspected fraud, it is the policy of the Board of Directors that employees have anonymous and direct access to the Chair of the Audit Committee.  In addition, it is the policy of the Board that employees concerned about reporting internal control weaknesses directly to management are able to report such weaknesses to the Board anonymously.  In this case, the employee should follow the same procedure detailed above for reporting suspected fraud.



The following is the Companys Communications Policy.



Overview



Both the Toronto Stock Exchange (the TSX) and the various provincial securities commissions encourage companies to adopt their own internal communications policies (the Policy). To facilitate this, the TSX and the Canadian Securities Administrators (the CSA) have issued similarly-worded guidelines  the former is found in Part IV(B) Timely Disclosure of the TSX Company Manual; the latter in National Policy 51-201, Disclosure Standards.  This Policy, which is current as of May 11, 2005, incorporates the aforementioned TSX and CSA guidelines.  This Policy has been approved by the Board of Directors of Minco Gold Corporation (the Company) and must be presented for reading by all directors, officers and employees of the Company and its subsidiaries with access to strategic or material non-public information involving the Company and its affairs.



The Policy covers all employees of the Company, its Board of Directors, those authorized to speak on its behalf and all other insiders.  It covers disclosures in documents filed with the securities regulators, financial and non-financial disclosure, including managements discussion and analysis (MD&A) and written statements made in the Companys annual and quarterly reports, press releases, letters to shareholders, presentations by senior management and information contained on the Companys web site and other electronic communications.



It extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as speeches, press conferences and conference calls.  This document will explain the Company's policies with respect to confidentiality of information and rules that must be followed when buying or selling the Company shares. This document is only a summary of specific rules and regulations.  If you have any questions on any issues discussed in this Policy or how you may be affected by the various securities laws, please contact the Chief Financial Officer (CFO), or in his absence, the Chief Executive Officer (CEO).   The onus for complying with the Policy and the relevant insider trading and other rules is on each director, officer, employee and insider of the Company.  It is fundamental to the reputation and ongoing success of the Company that its directors, officers, employees and insiders respect and adhere to the rules and procedures outlined in this Policy.



Members of the families of the directors, officers, employees and insiders of the Company and others living with them are expected to comply with this Policy, as if they themselves were directors, officers, employees or insiders of the Company. It is in your interest that the rules and procedures outlined in this Policy are complied with fully.  Failure to comply with these rules and procedures may result in disciplinary action up to and including immediate termination of employment.



1.

DISCLOSURE OF MATERIAL INFORMATION



A.

Policy



To comply with the requirements of provincial securities regulators and the TSX, and in the interests of developing and maintaining the confidence of the investing public, and in assisting the public in making informed investment decisions based on equal access to information, it is the policy of the Company to promptly disclose to the investing public, and to its other



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public constituencies, all material information concerning the operations and financial results of the Company other than such information as may be lawfully withheld from disclosure and only for such time as it may be lawfully withheld from disclosure.



B.

Procedure



(I)

Information is deemed material and will require prompt disclosure when such information, if made public, would reasonably be expected to result in a significant change in the market price or value of any of the Company's listed securities.  It is also defined as anything that a reasonable investor would consider important in assessing the Company as a potential investment. Material information consists of both material facts and material changes.  Examples of material information would include quarterly results, acquisition of new assets, senior management changes, equity or debt issues, commencement or update of co-development programs, etc. In addition, the declaration of any dividend, conditional or unconditional, will be disclosed immediately upon the conclusion of the Board meeting at which the decision to declare the dividend was made, and quarterly financial statements will be disclosed immediately after the Board meeting at which they were approved. The release of information pertaining to dividends and quarterly financial statements will be addressed by the CFO of the Company upon the Boards approval of such statements and dividends without further instructions or authority.  The Company shall endeavor to include, where appropriate, in its press releases and other disclosure documents (i) appropriate cautionary information, especially in reference to forward-looking statements, (ii) specific time references, e.g., ''as of (specific time and date rather than indefinite time references such as 'currently') no merger discussions have taken place" to minimize the duty to update, and (iii) information sufficient to answer likely questions to minimize further inquiry.

(II)

Except as mentioned in the preceding paragraph, the CEO shall determine whether or not any information pertaining to the Company is material, and whether and when it will be disclosed.  In making this determination, the CEO should obtain the advice and counsel of the Board of Directors and of the Companys securities counsel.  In the event of the absence or unavailability of the CEO, the responsibility for determining whether or not information is material, and whether and when it will be disclosed, will be assumed by the CFO with the advice and counsel of the Companys securities counsel.

(III)

The CEO and CFO (the Responsible Officers) may appoint designated spokespersons (the Designated Spokespersons) authorized to disclose or discuss information concerning the Company to specific groups such as the media, analysts, institutional investors and other market professionals.  All other directors, officers and employees approached by these, or other parties for such information shall refer such inquiries to one or more of the Responsible Officers.

(IV)

In the event that a Responsible Officer determines that material information should be disclosed, the Responsible Officer shall cause a news release to be issued disclosing all material facts and, if the TSX is open for trading, shall advise the Market Surveillance branch of the TSX (Market Surveillance) of the details of the release and the proposed method of dissemination.  In the event that a Designated Spokesperson believes that material information should be disclosed, he or she should inform a Responsible Officer immediately.  Where an announcement is to be made after the TSX has closed for trading, Market Surveillance should be advised of this information before trading opens the next trading day.  Market Surveillance shall determine whether a halt in trading is necessary.  After consulting with Market Surveillance, the Responsible Officer shall send the news release to Canada Stockwatch, Market News, Canada News Wire or other news distribution service, with a copy to Market Surveillance. Immediately following the issuance of the news release, the Responsible Officer shall seek the advice and counsel of the Companys securities counsel regarding possible filing requirements (i.e., material change reports) with the appropriate securities regulatory authorities.

(V)

In the event that material information which would otherwise be required to be promptly disclosed must, for any reason, be kept secret for any length of time, the Responsible Officer, on the advice and counsel of the Companys securities counsel, shall so advise Market Surveillance and explain the reasons for such request.  The Company should also discuss with securities counsel whether or not a confidential material change report should be filed.  Release of the information shall thereafter be made as soon as possible, consistent with the instructions of Market Surveillance. If material information is being withheld, the Company is under a duty to take precautions to keep such information confidential (see Item #2 of this Policy  Maintaining Confidentiality of Information).  In the event that such information or rumours thereof is divulged (other than in the necessary course of business), the Company shall immediately disclose the information to the general public in a news release prepared in accordance with this Policy.

(VI)

In making material disclosure and preparing the text and content of news releases and other disclosure documents, the Responsible Officer shall observe that:



(a)

Half-truths are misleading; disclosure must include any information which, if omitted, would make the rest of the disclosure misleading;



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(b)

Unfavourable information must be disclosed as promptly and completely as favourable information;

(c)

No disclosure of previously undisclosed information should be made to selected individuals or groups such as analysts, major shareholders or other market professionals including members of the financial press. If such selective disclosure is made through inadvertence, immediate general disclosure should immediately be made of the subject information through a news release prepared in accordance with this Policy;

(d)

Disclosure must be updated if earlier disclosure has become misleading as a result of intervening events;

(e)

The CFO will determine in advance what information is to be disclosed at meetings with analysts, and shall brief those officers in attendance accordingly.  No material information concerning the finances or prospects of the Company is to be disclosed to analysts (in response to questioning or otherwise) before it has been released to the stock exchanges and to Canada Stockwatch, Market News, Canada News Wire or other news distribution service.  If material information is to be announced at an analyst or shareholder meeting or a press conference, its announcement must be coordinated with a general public announcement by a news release; and

(f)

The CFO shall maintain a record of all public records concerning the Company, including news releases, analyst research reports, reports in the press and debriefings following meetings, conference calls or other interactions with analysts.  The materials in the record shall be available to the management of the Company and will assist the Responsible Officers in determining whether any particular information is material.



2.

MAINTAINING CONFIDENTIALITY OF INFORMATION



A.

Policy



No director, officer or employee in possession of non-public information concerning the technology, finances, affairs and prospects of the Company that, if generally known, could be reasonably expected to cause a significant change in the market price of the Companys stock (Confidential Information) shall disclose such information to any person outside the Company, unless such person has been designated under this Policy, or by the CEO, to make such disclosure.



In addition, no director, officer or employee disclose any such information to any person within the Company whose job duties do not require the possession of such information.  Employees of the Company are permitted to disclose Confidential Information, if required to do so in the necessary course of business.  This exemption from the prohibition against disclosing material non-public information, however, is not available for communications made to the media, securities analysts, institutional investors or other market professionals.



B.

Procedure



(I)

If any ambiguity exists as to whether or not information should be confidential, it should be discussed with the Companys CEO, CFO or securities counsel.

(II)

To limit the number of people who know about Confidential Information, the Company should limit access to only those parties who, as a function of their employment with the Company, are required to know the information.  Documents containing confidential information should be clearly marked Confidential, be stored in a secure place and code words should be used where practicable for material projects that have not been generally disclosed to the public.

(III)

Confidential matters should not be discussed in places where the discussion may be overheard.  Confidential documents should not be read or displayed in public places and should be discarded via secure shredder service whenever practicable. Employees must ensure they maintain the confidentiality of information in their possession outside of the office as well as inside the office. Transmission of documents by electronic means, such as by fax or directly from one computer to another, should be made only where it is reasonable to believe that the transmission can be made and received under secure conditions.

(IV)

Before a meeting with other parties at which Confidential Information may be imparted, the other parties should be told that they must not divulge that information to any other party, other than in the necessary course of business, and that they may not trade in the Companys securities until the information is generally disclosed (see Item #3 of this Policy  Trading by Insiders and Employees).  In addition, other parties are required to sign a copy of the Companys Non-Disclosure and Non-Competition Agreement.

(V)

Confidential Information may be disclosed if this disclosure takes place as part of the necessary course of business with, and is pertinent to, the ongoing business relationship between the Company and such parties as:



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(a)

vendors and suppliers;

(b)

employees, directors and officers;

(c)

lenders, legal counsel and auditors;

(d)

parties to negotiations;

(e)

labour unions and industry associations;

(f)

governmental and non-governmental regulators, and

(g)

credit-rating agencies.



In the event that there is an ambiguity as to whether or not the disclosure of certain Confidential Information is considered to be in the necessary course of business, the party responsible for the disclosure should consult the CEO or CFO, who may seek the further advice and counsel of the Companys securities counsel.

(VI)

All employees who are or who may be aware of Confidential Information (including clerical staff) must be explicitly warned to keep it confidential.  More specifically:

(a)

Employees are required to sign the Companys Non-Disclosure and Non-Competition Agreement upon commencement of their employment with the Company; and

(b)

Employees must not disclose Confidential Information to anyone, except in the necessary course of business; Employees must not discuss Confidential Information in situations where they may be overheard; and

(c)

Employees must not participate in discussions with others about investments in the Company.

(VII)

Directors, officers and employees of the Company should not comment on draft reports submitted to them by analysts other than identifying inaccuracies, omissions or publicly disclosed factual information that may affect an analysts model.  Those parties appointed to speak to the media, analysts, institutional investors and other market professionals should be briefed in advance to review what information is material and what information has not been publicly disclosed.  Voice recordings of quarterly analyst conference calls shall be kept available for public access on a call-in basis for seven days after the call in question.



2.

TRADING BY INSIDERS AND EMPLOYEES



A.

Policy



Trading in the securities of the Company (including dealings with options, futures, rights and all other securities) or the provision to other parties of information to facilitate a possible trade (tipping) by any director, officer or employee with knowledge of undisclosed material information about the Company is strictly prohibited.  In addition, in circumstances where a director, officer or employee becomes aware of undisclosed material information concerning another public company as a result of their employment with the Company, trading in the securities of such other company is similarly prohibited.



B.

Procedure



(I)

It is an offence for any person in a special relationship with the Company to trade securities of the Company while in possession of material non-public information that, if made public, could reasonably be expected to cause a significant change in the price of the Companys stock.  Persons in a special relationship with the Company include all directors, officers and employees of the Company, plus all parties (tippees) who learn of material information from any director, officer or employee of the Company (tippers), where the tippee knows or reasonably ought to have known that the tipper was in a special relationship with the Company.  Directors, officers and employees are also deemed to be in a special relationship with another company (and are correspondingly prohibited from trading in the securities of said other company), if they become aware of undisclosed material information concerning the other company as a result of their employment with the Company.

(II)

Insiders are considered to have a special relationship with the Company on an ongoing basis.  For the purpose of this Policy, the definition of "Insider" includes all directors, senior officers and greater than 10% shareholders of the Company.  In order to prevent insider trading violations or any appearance of impropriety, any Insider that proposes to make a trade that may be prohibited under this Policy should obtain from the CEO or the CFO a determination as to whether or not the undisclosed information that he or she possesses is material or whether a trade may be made. If any ambiguity exists as to whether or not a director, officer or employee should be permitted to make a trade, the matter should be discussed with the Companys securities counsel. Insiders of the Company will be required to complete and file an insider trading report within 10 days of the date that such Insider purchased or sold securities of the Company.



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These reports may be obtained from the CFO or the Corporate Secretary. Insiders are personally responsible for filing accurate and timely insider trading reports.  Insiders are required to provide a copy of all insider reports to the Corporate Secretary, or other designated person, concurrent with their filing to regulatory authorities.  There now exists a web-based on-line filing system for Insider reports (www.sedi.ca).  Failure of an Insider to file an insider trading report on a timely basis may result in a fine of up to $1 million, imprisonment for a term of upto three years, or both.  Any questions regarding filing insider trading reports should be taken up with the Corporate Secretary as early as possible.

(III)

Certain circumstances will give rise to periods of time (Black-out Periods) during which no trading of securities is to take place at all by directors, officers and employees who are routinely (or in the special circumstances at hand) in possession of undisclosed material information (Restricted Persons).  The imposition of Black-out Periods is to be determined and announced by the CFO and shall include periods from two weeks following the end of the first, second and third fiscal quarter, and four weeks following the end of the fourth quarter, and shall remain in effect until the second business day following release of the related financial information.  A Black-out Period shall also be declared by the CFO pending the announcement of any material undisclosed development affecting the Company or following the crystallization of a material transaction involving the Company. Black-out Periods shall remain in effect until the second business day following release of the material information concerned. In declaring a Black-out Period, the CFO may stipulate whether any particular class of Restricted Person is to be fully or partially excused from the application of the Black-out Period, and the CFO may determine whether any particular reason is to be given for the imposition of a Black-out Period.

(IV)

Persons involved in the negotiation of material transactions will be held to a higher standard than other Restricted Persons as a result of their more intimate knowledge of a particular transaction. Accordingly, such persons should cease trading in the Companys securities when any material transaction comes under serious negotiation, rather than upon the imposition of a Black-out Period. If any ambiguity exists as to whether or when a transaction has come under serious negotiation, the matter should be discussed with the Companys securities counsel.

(V)

Breaches of this Policy may constitute violation of securities laws and can cause acute embarrassment to the Company. If the Company discovers that a director, officer or employee has violated applicable securities laws, it will refer the matter to the appropriate regulatory authorities. Disciplinary action may be brought against a party who violates this Policy, which could result in termination of employment with the Company.



4.

FORWARD-LOOKING INFORMATION



It is the Companys policy to provide forward-looking information to enable the investment community to better evaluate the Company and its prospects. The Company will make statements and respond to inquiries with respect to, for example: revenue projections, income or loss projections, pricing and profit margin trends, significant new developments, projected demand or market potential for products. In certain circumstances, however, the Company will refrain from making specific quantifiable projections or disclosing information with respect to, for example: pricing, margins, customer identities or other information for competitive reasons. Moreover, all statements will be accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the statement.  The Company will observe the following guidelines with respect to forward-looking statements:





The information will be clearly identified as forward looking;



The Company will identify the material assumptions used in the preparation of the forward-looking information;



The information will be accompanied by a statement that identifies, in specific terms, the risks and uncertainties that may cause the actual results to differ materially from those projected in the statement; and



The information will be accompanied by a statement that the information is stated as of the current date and subject to change after that date, and the Company disclaims any intention to update or revise this statement of forward-looking information, whether as a result of new information, future events or otherwise.



Example:



Certain information included in this news release is forward-looking and is subject to important risks and uncertainties.  The results or events predicted in these statements may differ materially from actual results or events.  Factors which could cause results or events to differ from current expectations include, among other things: the impact of price and product competition; the ability of the Company to make acquisitions and/or integrate the operations and technologies of acquired businesses in an effective manner; general industry and market conditions and growth rates; the impact of consolidations in the telecommunications industry and stock market volatility.



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For additional information with respect to certain of these and other factors, see the reports filed by the Company with the B.C. Securities Commission.  The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



5.

ELECTRONIC DISCLOSURE



A.

Policy



All information disclosed by the Company electronically shall comply with the National Policy 51-201s electronic communications guidelines (sec. 6.12) to ensure that such information is timely, accurate and up-to-date.



B.

Procedure



(I)

The Company should ensure that its investor relations information is available through its website.  However, the Company must not disclose material information on its website, or distribute it by e-mail, or any other electronic manner, before it is disseminated in a news release in accordance with this Policy.  Information is not considered to be generally disclosed to the public, if it only appears on the Companys website.  The Company shall furthermore review and update its electronic security systems on a regular basis and shall monitor the integrity of its website to ensure that the site is accessible and has not been altered and shall regularly review, correct and update information on its website over time.  It is not sufficient, for purposes of this Policy, if the information has been corrected or updated elsewhere.

(II)

The CFO is responsible for overseeing the Companys policies on electronic communications and should ensure that all information on the Companys website or published elsewhere electronically complies with applicable securities laws and the internal policies of the Company.  The Company should not post any information on its website that is authored by a third party unless the information was prepared on behalf of the Company or is of a general nature and is not specific to the Company.

(III)

Employees of the Company must not engage in internet chat rooms and news groups in discussions relating to the Company, its securities or any actions taken or proposed to be taken by the Company.  All employee e-mail addresses are considered, for purposes of this Policy, to be corporate addresses of the Company and all correspondence received and sent via e-mail is considered, for purposes of this Policy, to be corporate correspondence of the Company.

(IV)

The Company should not directly respond to rumors posted in news groups or chat rooms, but instead should issue a news release in accordance with the terms of this Policy.  If any director, officer or employee of the Company becomes aware of a rumor in a chat room or news group or other source that may have a material impact on the price of the Companys stock, he or she should immediately contact the CEO or the CFO who will, with the assistance of the Companys securities counsel, decide the appropriate course of action.



6.

PROCEDURE FOR REPORTING OF FRAUD OR CONTROL WEAKNESSES



Each employee is expected to report situations in which he or her suspects fraud or is aware of any internal control weaknesses. An employee should treat suspected fraud seriously, and ensure that the situation is brought to the attention of the Board of Directors. In addition, weaknesses in the internal control procedures of the Company that may result in errors or omissions in financial information, or that create a risk of potential fraud or loss of the Companys assets, should be brought to the attention of both management and the Board of Directors.  To facilitate the reporting of suspected fraud, it is the policy of the Board of Directors that the employee (the whistleblower) has anonymous and direct access to the Chair of the Audit Committee.  The current Chair, Mr. Robert Gayton, can be reached at (604) 641-2767.  Should a new Chair be appointed prior to the updating of this document, current Chair will ensure that the whistleblower is able to reach the new Chair in a timely manner.  In the event that the Chair of the Audit Committee cannot be reached, the whistleblower should contact the Chair of the Board of Directors.  Access to the names and place of employment of the Companys Directors can be found in the Companys website.  In addition, it is the policy of the Board that employees concerned about reporting internal control weaknesses directly to management are able to report such weaknesses to the Board anonymously.  In this case, the employee should follow the same procedure detailed above for reporting suspected fraud.



NOMINATIONS COMMITTEE



The Nominations Committee is composed of three outside and unrelated directors, Messrs. Callander, Frey and Carter. Below is the full disclosure of the Nominations Committee Charter.



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NOMINATIONS COMMITTEE CHARTER



Purpose



The purpose of the Nominating Committee shall be to:



(a)

assist the Board of Directors of Minco Gold Corporation (the "Company"), on an annual basis, by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders;

(b)

assist the Board in the event of any vacancy on the Board by identifying individuals qualified to become Board members, and to recommend to the Board qualified individuals to fill any such vacancy; and

(c)

recommend to the Board, on an annual basis, director nominees for each Board committee.



Committee Membership



The members of the Committee shall be appointed by the Board of Directors.  The Committee shall be composed of not less than three members of the Board.   The Chairman of the Committee shall be designated by the Board of Directors.  Nominating Committee members serve at the pleasure of the Board, and Committee members may be replaced by the Board.



Independence



The members of the Nominating Committee must be "independent" of the Company as defined in Canadian National Instrument 58-101 - Disclosure of Corporate Governance Practices.  A Nominating Committee member is independent if he or she has no direct or indirect material relationship with the Company.  A "material relationship" includes a relationship which could, in the view of the Company's Board of Directors, be reasonably expected to interfere with the exercise of a member's independent judgement.



Meetings



The Nominating Committee will meet as often as the Chair shall determine to be necessary or appropriate.



Authority



The Committee may request any officer or employee of the Company to attend a Committee meeting.  The Committee shall have the authority to retain and terminate any search firm to be used to identify director candidates and shall have authority to approve the search firm's fees and other retention terms, at the Company's expense.



Nominating Committee Duties and Responsibilities



Duties and responsibilities of the Nominating Committee include:



·

reviewing on a periodic basis, the composition of the Board to ensure that an appropriate number of unrelated directors sit on the Board of Directors;

·

analyzing the needs of the Board of Directors when vacancies arise on the board and recommending nominees who meet such needs;

·

ensuring that an appropriate selection process for new nominees to the Board of Directors is in place;

·

recommending to the Board, on an annual basis, nominees for election as directors for the next annual meeting of shareholders;

·

recommending to the Board the nominees for appointment to Committees of the Board on at least an annual basis;

·

reviewing and assessing, annually, the Nominating Committee charter and submitting any changes deemed necessary or advisable for approval of the Board of Directors; and

·

performing other functions as requested by the Board of Directors.





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COMPENSATION COMMITTEE



The Compensation Committee is composed of three outside and unrelated directors, Messrs. Callander, Frey and Carter.  Below is the full disclosure of the Compensation Committee Charter.



COMPENSATION COMMITTEE CHARTER



Purpose



The purpose of the Compensation Committee shall be to:



(a)

establish, review and recommend to the Board of Directors of Minco Gold Corporation (the "Company") compensation and incentive plans and programs; and

(b)

review and approve compensation and awards under compensation and incentive plans and programs for the CEO and senior officers;



with the intention of attracting, retaining and appropriately rewarding employees in order to motivate their performance in the achievement of the Companys business objectives and align their interests with the long-term interests of the Companys shareholders.



Committee Membership



The members of the Committee shall be appointed by the Board of Directors.  The Committee shall be composed of not less than three members of the Board.   The Chairman of the Committee shall be designated by the Board of Directors.  Compensation Committee members serve at the pleasure of the Board, and Committee members may be replaced by the Board.



Independence



The members of the Nominating Committee must be "independent" of the Company as defined in Canadian National Instrument 58-101 - Disclosure of Corporate Governance Practices.  A Nominating Committee member is independent if he or she has no direct or indirect material relationship with the Company.  A "material relationship" includes a relationship which could, in the view of the Company's Board of Directors, be reasonably expected to interfere with the exercise of a member's independent judgement.



Meetings



The Compensation Committee will meet as often as the Chair shall determine to be necessary or appropriate.



Authority and Resources



The Committee may request any officer or employee of the Company or the Companys outside counsel to attend a Committee meeting.  The Committee has the right at any time to obtain advice, reports or opinions from internal and external counsel and expert advisors and has the authority to hire independent legal, financial and other advisors as it may deem necessary, at the Companys expense, without consulting with, or obtaining approval from, any officer of the Company in advance.



Compensation Committee Duties and Responsibilities



Duties and responsibilities of the Compensation Committee include:



·

reviewing and making recommendations to the Board of Directors with respect to the compensation, including compensation criteria and incentives and annual performance review, of the Chief Executive Officer, for final approval by the Board of Directors;

·

reviewing and providing guidance to the Board of Directors with respect to the compensation, including compensation criteria and incentives, of the executive officers of the Company, as recommended by the Chief Executive Officer, for final approval by the Board of Directors;



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·

reviewing and providing guidance to the Board of Directors with respect to the compensation, including compensation criteria and incentives, of the directors of the Company;

·

reviewing and making recommendations to the Board of Directors regarding other plans that are proposed for adoption or adopted by the Company for the provision of compensation to employees of, directors of and consultants to the Company;

·

advising on the development of management succession plans by the Board;

·

preparing an annual report on executive compensation to the shareholders of the Company for the management information circular for the annual and general meeting of the Companys shareholders;

·

reviewing and assessing, annually, the Compensation Committee charter and submitting any changes deemed necessary or advisable for approval of the Board of Directors; and

·

performing other functions as requested by the Board of Directors.



PART III



ITEM 17.

FINANCIAL STATEMENTS



Attached hereto



ITEM 18.

FINANCIAL STATEMENTS



Not Applicable



Financial Statement



|                                                                                                                                                       |     
|------------------------------------------------------------------------------------------------------------------------------------------------------ | ----
|DOCUMENT                                                                                                                                               | PAGE
|Consolidated Financial Statements as at December 31, 2006 and 2005 (in Canadian Dollars) including Auditors Report, Balance Sheet, Cash Flow and Notes | 99  



ITEM 19.

EXHIBITS



|               |                                                                                                                                                    
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT
NUMBER | DESCRIPTION                                                                                                                                        
|12.1           | Certification of the President Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002              
|12.2           | Certification of the Chief Financial Officer Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|13.1           | Certification of the President Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002              
|13.2           | Certification of the Chief Financial Officer Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|14.1           | Consent of P & E Mining Consultants Inc.                                                                                                           
|14.2           | Consent of Peter G. Folk                                                                                                                           
|14.3           | Consent of Kenneth R. Thorsen                                                                                                                      







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SIGNATURES



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



MINCO GOLD CORPORATION



Dated:

June 29, 2007

Ken Z. Cai

Ken Z. Cai, President







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