40-F

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

                                    FORM 40-F

     (Check one)

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

                                       OR

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

For the fiscal year ended: December 31, 2005    Commission file number 001-34436


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


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



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


              Suite 300 - 899 Harbourside Drive, North Vancouver,
                        British Columbia, Canada V7P 3S1
                                 (604) 985-2572
- --------------------------------------------------------------------------------
   (Address and telephone number of Registrant's principal executive offices)


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


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

     Title of each class               Name of each exchange on which registered
     Common shares                     American Stock Exchange


     Securities  registered or to be registered pursuant to Section 12(g) of the
     Act.
                                      None
                               -----------------
                                (Title of Class)






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

                                      None
                                -----------------
                                (Title of Class)

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

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

     Indicate the number of outstanding  shares of each of the issuer's  classes
     of  capital or common  stock as of the close of the  period  covered by the
     annual report.

     As at December 31, 2005,  186,301,430  Common Shares without par value were
     issued and outstanding.  As at March 25, 2006 there were 187,404,627 Common
     Shares without par value issued and outstanding.

     Indicate by check mark  whether the  Registrant  by filing the  information
     contained in this Form is also thereby  furnishing  the  information to the
     Commission  pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
     1934 (the "Exchange  Act"). If "Yes" is marked,  indicate the filing number
     assigned  to  the  Registrant  in  connection  with  such  Rule.
     [ ]  Yes:82-____________ [X] No

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the  Exchange Act during the
     preceding 12 months (or for such  shorter  period that the  Registrant  was
     required  to file such  reports)  and (2) has been  subject to such  filing
     requirements for the past 90 days.
     [X]Yes [ ] No


                                       2





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

NOTE REGARDING FORWARD LOOKING STATEMENTS

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

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

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

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

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

     o    the potential for delays in exploration  or development  activities or
          the completion of feasibility studies;

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

     o    risks related to commodity price fluctuations;

     o    the uncertainty of profitability  based upon the Company's  history of
          losses;

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

     o    risks related to environmental regulation and liability including mine
          permitting;


                                       3





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

     o    risks related to tax assessments;

     o    political and regulatory risks associated with mining  development and
          exploration; and

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

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

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

Currency

Unless  otherwise  indicated,  all dollar  amounts in this  report are  Canadian
dollars.  The exchange rate of Canadian  dollars into United States dollars,  on
December  30,  2005,  based upon the noon buying rate in New York City for cable
transfers  payable in Canadian  dollars as certified for customs purposes by the
Federal Reserve Bank of New York, was U.S.$1.00 = CDN $1.1656.

                         RESOURCE AND RESERVE ESTIMATES

All resource estimates  incorporated by reference in this Registration Statement
have been prepared in accordance with Canadian  National  Instrument  43-101 and
the Canadian Institute of Mining and Metallurgy ("CIM")  Classification  System.
These standards differ  significantly from the requirements of the United States
Securities  and Exchange  Commission.  In particular,  and without  limiting the
generality of the foregoing,  the  definitions  of proven and probable  reserves
used in NI 43-101 differ from the definitions in the SEC Industry Guide 7. Under
SEC Guide 7 standards,  a "final" or "bankable" feasibility study is required to
report reserves,  the three year history average price is used in any reserve or
cash flow analysis to designate reserves and the primary environmental  analysis
or  report  must be  filed  with  the  appropriate  governmental  authority.  In
addition,   the  terms  "mineral  resource,"  "measured  resources,"  "indicated
resources,"  and "inferred  resources"  are  recognized and required by Canadian
regulations, they are not defined terms under standards in the United States. As
such,   information   regarding   mineralization  and  resources   contained  or
incorporated by reference in this annual report may not be comparable to similar
information made public by United States companies.

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


                                       4





For definitions of the terms mineral reserve,  proven mineral reserve,  probable
mineral reserve, mineral resource, measured mineral resource,  indicated mineral
resource and inferred mineral resource under CIM standards, and a summary of the
differences  between  CIM  and  U.S.   standards,   see  the  sections  entitled
"Information  Concerning  Preparation  of Resource  Estimates" and "Glossary and
Defined Terms" included in the Company's  Annual  Information  Form for the year
ended December 31, 2005, attached hereto as Document 1 to this Annual Report.

                             ANNUAL INFORMATION FORM

The Company's  Annual  Information  Form for the fiscal year ended  December 31,
2005, is included in this Annual Report as Document 1.

                     AUDITED ANNUAL FINANCIAL STATEMENTS AND
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Audited Annual Financial Statements

The audited consolidated financial statements of the Company for the years ended
December 31, 2005 and 2004,  including  the report of the  independent  auditors
with respect thereto, included herein as Document 2.

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

Management's Discussion and Analysis

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

                       DISCLOSURE CONTROLS AND PROCEDURES

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

              CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

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

The  Company's  management,  including  the Chief  Executive  Officer  and Chief
Financial Officer,  does not expect that its disclosure  controls and procedures
or internal  controls and  procedures  will  prevent all error and all fraud.  A
control  system can provide only  reasonable,  not absolute,  assurance that the
objectives of the control system are met. Because of the inherent limitations in
all control systems,  no evaluation of controls can provide  absolute  assurance


                                       5





that all control issues and instances of fraud,  if any, within the Company have
been detected.  These inherent  limitations include the realities that judgments
in  decision-making  can be faulty,  and that  breakdowns  can occur  because of
simple  error or mistake.  Additionally,  controls  can be  circumvented  by the
individual  acts of some  persons,  by collusion  of two or more  people,  or by
management override of the control. The design of any system of controls also is
based in part upon certain  assumptions  about the  likelihood of future events,
and there can be no  assurance  that any design will  succeed in  achieving  its
stated  goals under all  potential  future  conditions.  Because of the inherent
limitations in a cost-effective  control system,  misstatements  due to error or
fraud may occur and not be detected.

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

The  Company  has  adopted a Code of Ethics  applicable  to its Chief  Executive
Officer, Chief Financial Officer and Controller. A copy of the Company's Code of
Ethics for Chief Executive  Officer,  Chief Financial Officer and Controller was
previously filed with the Securities and Exchange  Commission as Exhibit 99.1 on
Form 40-F for the year ended  December 31, 2003,  and  available in print to any
shareholder who requests it.

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

                         CORPORATE GOVERNANCE GUIDELINES

The  Company's  corporate  governance  practices are set forth on page 10 of the
Company's Management Information Circular to be filed in Canada on April 7, 2006
(submitted to the SEC on Form 6-K on April 7, 2006) prepared in compliance  with
the  rules  of  The  Toronto  Stock  Exchange  and  available  in  print  to any
shareholder who requests them.

The  terms of  reference  of each of the Audit  and Risk  Management,  Corporate
Governance and  Nominating  Committee and the Human  Resources  Committee of the
Company are described in the  Company's  Management  Information  Circular to be
filed in Canada on April 7, 2006, and available in print to any  shareholder who
provides the Company with a written request.

                       AUDIT AND RISK MANAGEMENT COMMITTEE

The Company's Board of Directors has a separately-designated  standing Audit and
Risk  Management  Committee for the purpose of  overseeing  the  accounting  and
financial  reporting processes of the Company and audits of the Company's annual
financial  statements.  As at the review of the audited  consolidated  financial
statements  of the  Company for the year ended  December  31, 2005 and as at the
date of this  Annual  Report,  the  following  individuals  comprise  the entire
membership of the Company's Audit and Risk Management Committee, which have been
established in accordance with Section 3(a)(58)(A) of the Exchange Act:

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


                                       6





Independence

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

Audit Committee Financial Expert

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

                   AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER

The Company's  revised Audit and Risk Management  Committee  Charter is filed as
Exhibit  99.2 on this  Form  40-F  for the  year  ended  December  31,  2005 and
available in print to any shareholder who requests it.

          PRINCIPAL ACCOUNTING FEES AND SERVICES - INDEPENDENT AUDITORS

The table setting forth the Company's fees paid to its independent auditor, KPMG
LLP for the years ended  December  31, 2004 and  December 31, 2005 are set forth
below:

- ----------------------------------------------------
                       Years ended December 31
- ----------------------------------- ----------------
                            2005    2004
                       ----------   -------------
Audit:                  $ 139,000   $  144,150
Audit Related:             79,950   $   78,175
Tax                        82,430   $   69,250
All Other Fees                  -     $      -
Total                     301,380   $  291,575
- -------------------------------------------------

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

"Audit-Related  Fees" are fees  charged by KPMG LLP for  assurance  and  related
services that are reasonably  related to the  performance of the audit or review
of the Company's  financial  statements and are not reported under "Audit Fees."
This category  comprises fees billed for consultations on proposed  transactions
and internal control reviews.

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


                                       7





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

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

                         OFF-BALANCE SHEET ARRANGEMENTS

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

                        TABLE OF CONTRACTUAL COMMITMENTS

The following  table lists as of December 31, 2005  information  with respect to
the Company's known contractual obligations.

- --------------------------------------------------------------------------------
                                   Payments due by period (in thousands)
- --------------------------------------------------------------------------------
Contractual Obligations       2006     2007       2008      2009      Thereafter
Oxygen Plant               $  822     $  612     $         $          $
Office lease costs            306        316       316       316         1,110
Exploration Equipment         293         30
Site reclamation           $6,240     $3,059                          $ 15,635
- --------------------------------------------------------------------------------

The Company is obligated to fund  reclamation  and closure  costs for its mining
and exploration operations as a condition of associated water licenses,  however
the timing of those specific payments has not been determined and as such only a
portion of the obligation has been show in the table above.  The remaining costs
are  expected  to be largely  incurred  over a five year  period  following  the
approval of the final  Abandonment and  Reclamation  plan. The Company is in the
process of finalizing  its  Abandonment  and  Reclamation  plan with  regulatory
agencies  for the Con Mine  which  will  establish  the  extent  and  timing  of
reclamation activities.  Additionally,  to the extent that the Company continues
to be engaged in active exploration activities, reclamation of exploration sites
will be deferred.

For additional  information related to the Company's obligations and commitments
see note 15 in the Company's audited consolidated financial statements (Document
2).

                            AMEX CORPORATE GOVERNANCE

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


                                       8





which the Company's  governance practices differ from those followed by domestic
companies pursuant to AMEX standards is as follows:

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

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

The foregoing is consistent with the laws,  customs and practices in Canada.  In
addition,  the  Company  may from  time-to-time  seek  relief  under  from  AMEX
requirments on specific transactions under Section 110 of the AMEX Company Guide
by providing  written  certification  from  independent  local  counsel that the
non-complying  practice is not  prohibited by the Company's home country law, in
which case, the Company shall make the disclosure of such transactions available
on the Company's website at www.miramarmining.com.  Information contained on the
Company's website is not part of this annual report.

                  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Undertaking

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

Consent to Service of Process

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


                                       9





                     DOCUMENTS FILED AS PART OF THIS REPORT

1.   Annual  Information  Form of the Registrant for the year ended December 31,
     2005

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

          Auditors' Report on the Consolidated Financial Statements

          Consolidated Balance Sheets as of December 31, 2005 and 2004

          Consolidated  Statements of Operations and Deficit for the years ended
          December 31, 2005 and 2004

          Consolidated Statements of Cash Flows for the years ended December 31,
          2005 and 2004

          Notes to Consolidated Financial Statements.

3.   Supplementary  Information,  Reconciliation  with United  States  Generally
     Accepted Accounting Principles

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


                                       10





1.   ANNUAL INFORMATION FORM OF MIRAMAR MINING CORPORATION
























                                       11















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



                             ANNUAL INFORMATION FORM
                                      "AIF"

                      FOR THE YEAR ENDED DECEMBER 31, 2005

                                 March 25, 2006
















                                       12




                                TABLE OF CONTENTS

 ----------------------------------------------------------- ---------------
                             Description                         Page
 ----------------------------------------------------------- ---------------
 Cover Page                                                       12
 ----------------------------------------------------------- ---------------
          Preliminary Notes                                       14
 ----------------------------------------------------------- ---------------
          Glossary of Terms                                       17
 ----------------------------------------------------------- ---------------
 Corporate Structure                                              20
 ----------------------------------------------------------- ---------------
          Incorporation                                           20
 ----------------------------------------------------------- ---------------
          Subsidiaries                                            20
 ----------------------------------------------------------- ---------------
          General Development of the Business                     20
 ----------------------------------------------------------- ---------------
 Narrative Description of the Business                            21
 ----------------------------------------------------------- ---------------
          The Hope Bay Project                                    21
 ----------------------------------------------------------- ---------------
          The Back River Project                                  32
 ----------------------------------------------------------- ---------------
          The Con Mine                                            33
 ----------------------------------------------------------- ---------------
          Equity Investments                                      35
 ----------------------------------------------------------- ---------------
 Risk Factors                                                     36
 ----------------------------------------------------------- ---------------
 Dividends                                                        41
 ----------------------------------------------------------- ---------------
 Description of Capital Structure                                 41
 ----------------------------------------------------------- ---------------
 Market for Securities                                            41
 ----------------------------------------------------------- ---------------
 Directors and Officers                                           42
 ----------------------------------------------------------- ---------------
 Legal Proceedings                                                44
 ----------------------------------------------------------- ---------------
 Interests Of Management & Others in Material Transactions        44
 ----------------------------------------------------------- ---------------
 Transfer Agents and Registrars                                   45
 ----------------------------------------------------------- ---------------
 Material Contracts                                               45
 ----------------------------------------------------------- ---------------
 Interests of Experts                                             46
 ----------------------------------------------------------- ---------------
 Additional Information                                           46
 ----------------------------------------------------------- ---------------


                                       13





                                PRELIMINARY NOTES

Financial Statements and MD&A

The Corporation's  consolidated financial statements and management's discussion
and  analysis  ("MD&A")  have been filed  with  Canadian  securities  regulatory
authorities  and are available  electronically  on SEDAR at  www.sedar.com.  All
financial  information  in this AIF is  prepared  in  accordance  with  Canadian
generally accepted accounting principles ("GAAP").

Date of Information

All information in this AIF is as of March 25, 2006 unless otherwise indicated.

Forward Looking Statements

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

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

     o    risks  and  uncertainties  relating  to the  interpretation  of  drill
          results, the geology, grade and continuity of mineral deposits;
     o    results  of  initial  feasibility,   pre-feasibility  and  feasibility
          studies,  and the possibility that future exploration,  development or
          mining results will not be consistent with the Company's expectations;
     o    mining and  development  risks,  including risks related to accidents,
          equipment   breakdowns,   labour   disputes  or  other   unanticipated
          difficulties with or interruptions in production;
     o    the potential for delays in exploration  or development  activities or
          the completion of feasibility studies;
     o    risks  related to the  inherent  uncertainty  of  production  and cost
          estimates and the potential for unexpected costs and expenses;
     o    risks related to gold and other commodity price fluctuations;
     o    the uncertainty of profitability  based upon the Company's  history of
          losses;
     o    risks  related  to failure to obtain  adequate  financing  on a timely
          basis and on acceptable  terms for the Company's  planned  exploration
          and development projects;


                                       14





     o    risks related to environmental regulation and liability;
     o    risks related to the closure of the Con Mine, including risks that the
          costs related to environmental compliance,  reclamation,  post-closure
          control measures,  monitoring and ongoing  maintenance will exceed the
          funds held in trust for such costs;
     o    risks related to tax assessments;
     o    political and regulatory risks associated with mining  development and
          exploration including mine permitting risks; and
     o    other  risks and  uncertainties  related to the  Company's  prospects,
          properties and business strategy.

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

Forward looking statements are made based on management's beliefs, estimates and
opinions  on the date the  statements  are made and the  Company  undertakes  no
obligation to update forward-looking  statements if these beliefs, estimates and
opinions or other  circumstances  should change.  Specific  reference is made to
"Risk  Factors"  for a  discussion  of  the  source  of the  factors  underlying
forward-looking statements.

Resource and Reserve Estimates

All  resource and reserve  estimates  contained  in this AIF are  calculated  in
accordance with National Instrument 43-101,  Standards of Disclosure for Mineral
Projects  ("NI  43-101")  of the  Canadian  Securities  Administrators  and  the
Canadian Institute of Mining,  Metallurgy and Petroleum, as the CIM Standards on
Mineral Resources and Reserves Definitions and Guidelines adopted by CIM Council
on August 20, 2000.  These standards  differ from the requirements of the United
States  Securities  and Exchange  Commission  (the "SEC").  In  particular,  and
without limiting the generality of the foregoing,  the definitions of proven and
probable  reserves used in NI 43-101 differ from the definitions in SEC Industry
Guide 7. Under SEC Guide 7 standards,  a "final" or "bankable" feasibility study
is required to report reserves,  the three year history average price is used in
any  reserve  or cash  flow  analysis  to  designate  reserves  and the  primary
environmental analysis or report must be filed with the appropriate governmental
authority.  In  addition,  although  the  terms  "mineral  resource,"  "measured
resources,"  "indicated  resources," and "inferred resources" are recognized and
required by Canadian regulations,  they are not defined terms under standards in
the United States. Accordingly, resource and reserve information in this AIF may
not be comparable to similar information reported by United States companies.

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

Technical Information

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

Currency and Exchange Rates

All  dollar  amounts  in this  AIF are  expressed  in  Canadian  dollars  unless
otherwise indicated.  Some of the revenue of the Corporation is derived from the
sale of gold, which is denominated in U.S. dollars. The noon rate of exchange on
March 16, 2006 as reported by the Bank of Canada for the  conversion of Canadian


                                       15





dollars into U.S. dollars was CDN$1.1537 = US$1.00; (Cdn.$1.00 = US$0.8668). The
following  table sets forth (i) the rate of exchange  for the  Canadian  dollar,
expressed in US. dollars,  in effect at the end of the periods  indicated,  (ii)
the average  exchange  rates on the last day of each month during such  periods,
and (iii) the high and low exchange rates during such periods, each based on the
noon rate of  exchange  as  reported  by the Bank of Canada  for  conversion  of
Canadian dollars into U.S. dollars.


                             Year ended December 31
- ----------------------------- ------------- ------------- --------------
                              2005          2004          2003
- ----------------------------- ------------- ------------- --------------
Rate at end of period         $0.8598       $0.7683       $0.7713
- ----------------------------- ------------- ------------- --------------
Average rate for last day     $0.8581       $0.8319       $0.7749
- ----------------------------- ------------- ------------- --------------
High for period               $0.8682       $0.8469       $0.7789
- ----------------------------- ------------- ------------- --------------
Low for period                $0.8524       $0.7141       $0.7710
- ----------------------------- ------------- ------------- --------------

Metric Equivalents

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


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


                                       16





Glossary of Terms

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

Au                                  Gold

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

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

Corporation         Miramar Mining Corporation.

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

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

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

Dore                Unrefined gold and silver in bullion form.

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

Flotation           A milling process by which mineral particles of value attach
                    to bubbles  and float,  separating  them from the  worthless
                    portion of ore.

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

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

Indicated Mineral   That part of a Mineral Resource for which quantity, grade or
Resource            quality, densities, shape and physical characteristics,  can
                    be estimated with a level of confidence  sufficient to allow
                    the  appropriate   application  of  technical  and  economic
                    parameters,  to support mine planning and  evaluation of the
                    economic viability of the deposit.  The estimate is based on
                    detailed and reliable  exploration  and testing  information


                                       17





                    gathered through appropriate  techniques from locations such
                    as outcrops,  trenches,  pits, workings and drill holes that
                    are  spaced   closely   enough  for   geological  and  grade
                    continuity to be reasonably assumed.

Inferred Mineral    That part of a Mineral Resource for which quantity and grade
Resource            or  quality  can be  estimated  on the  basis of  geological
                    evidence and limited  sampling and reasonably  assumed,  but
                    not verified,  geological and grade continuity. The estimate
                    is  based  on  limited  information  and  sampling  gathered
                    through  appropriate   techniques  from  locations  such  as
                    outcrops, trenches, pits, workings and drill holes.

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

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

Mineral reserve     The  economically  mineable  part of a Measured or Indicated
                    Mineral  Resource  demonstrated  by at  least a  Preliminary
                    Feasibility Study .

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

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

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

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


                                       18





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

Ounces/oz           Troy ounces.

Oz/ton              Troy ounces per short ton.

Preliminary         A comprehensive  study of the viability of a mineral project
Feasibility Study   that has advanced to a stage where the mining method, in the
                    case of underground mining, or the pit configuration, in the
                    case of an open pit, has been established,  and which, if an
                    effective method of mineral  processing has been determined,
                    includes   a   financial   analysis   based  on   reasonable
                    assumptions of technical,  engineering,  operating, economic
                    factors and the evaluation of other  relevant  factors which
                    are sufficient for a qualified person, acting reasonably, to
                    determine  if all or part  of the  mineral  resource  may be
                    classified as a mineral reserve;Each

Probable Mineral    The economically mineable part of an Indicated,  and in some
Reserve             circumstances a Measured Mineral Resource demonstrated by at
                    least  a  Preliminary  Feasibility  Study.  The  Study  must
                    include   adequate   information   on  mining,   processing,
                    metallurgical,  economic,  and other  relevant  factors that
                    demonstrate,   at  the  time  of  reporting,  that  economic
                    extraction can be justified.

Proven Mineral      The  economically   mineable  part  of  a  Measured  Mineral
Reserve             Resource demonstrated by at least a Preliminary  Feasibility
                    Study.

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

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

Ton                 Short ton (2,000 pounds).

Tonne               Metric tonne (1,000 kilograms/2204.6 pounds).


                                       19





                               CORPORATE STRUCTURE

Miramar  Mining  Corporation  was  incorporated  with  the name  Miramar  Energy
Corporation under the Company Act (British  Columbia) by memorandum and articles
of  incorporation  dated January 11, 1983. The memorandum of the Corporation was
amended on July 17,  1989 to change  the  Corporation's  name to Miramar  Mining
Corporation,  on May 24, 1991 to increase the authorized capital from 20,000,000
to  100,000,000  shares  without par value and on August 4, 1994 to increase the
authorized  capital from  100,000,000  to  500,000,000  shares without par value
("Common  Shares").  By Notice of Articles dated March 17, 2005 the  Corporation
continued under the Business Corporations Act (British Columbia).

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

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

                                JURISDICTION OF          PERCENTAGE OWNERSHIP
   NAME OF SUBSIDIARY           INCORPORATION
   ----------------------------------------------------- -----------------------
   Miramar Hope Bay Ltd.        Northwest Territories             100%
   Miramar Con Mine Ltd.        Ontario                           100%

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

                       GENERAL DEVELOPMENT OF THE BUSINESS

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

Miramar  Hope Bay Ltd.  ("MHBL")  owns  100% of the  Hope  Bay  Project,  a gold
exploration project located in Nunavut,  Canada. The Corporation  acquired a 50%
interest in the Hope Bay Project in December 1999 from Hope Bay Gold Corporation
Inc.  ("Hope  Bay  Gold").  In May  2002,  Hope Bay Gold  became a wholly  owned
subsidiary  of the  Corporation.  In December  2003,  ownership  of the Hope Bay
Project  was  consolidated  into  MHBL.  The Hope Bay  Project  is an 85 km long
greenstone  belt on which three  significant  deposits  have been  discovered to
date: Doris, Boston and Madrid. On March 6, 2006 the Nunavut Impact Review Board
recommended  to the  Minister  of Indian and  Northern  Affairs  Canada that the
Corporation's  proposed  development  plan for the Doris  North  project  should
proceed.  The  project is now before the  Minister  for  decision on whether the
Doris North project should proceed.

Miramar  Con Mine  Ltd.  ("Con  Ltd.")  owns the Con  Mine,  a former  producing
underground gold mine located near Yellowknife,  Northwest Territories,  Canada.
Underground  mining  operations at the Con Mine ceased in November 2003. The Con
Mine generated 3,155 ounces of gold in 2004 from  reprocessing  mining residues,
and 62,166 ounces of gold in 2003 from mining operations.


                                       20





                      NARRATIVE DESCRIPTION OF THE BUSINESS

HOPE BAY PROJECT

On December 17, 1999 MHBL acquired from Hope Bay Gold  Corporation  Inc.  ("Hope
Bay Gold") for US$13,346,100 a 50% interest in a group of concession  agreements
(the "NTI  Concessions") and Federal mineral claims and mining leases located in
Nunavut and known as the Hope Bay Project.  The NTI Concessions  were granted by
Nunavut Tunngavik  Incorporated  ("NTI"),  a corporation  representing the Inuit
people  of  Nunavut  which  owns  subsurface  mineral  rights  in  Nunavut.  The
acquisition  occurred  concurrently with Hope Bay Gold's  acquisition of 100% of
the Hope Bay Project from BHP Diamonds Inc. for US$18,492,340.

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

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

Location and Access

The Hope Bay  Project is located in  Nunavut,  65km east of  Bathurst  Inlet and
685km northeast of Yellowknife.  The centre of the area lies approximately 160km
above the Arctic  Circle at  latitude  67(0) 30' N and  longitude  107(0) W. The
nearest communities are Umingmaktok,  located 65km to the west on the east coast
of Bathurst Inlet and Cambridge Bay,  located 170 kilometres to the northeast on
southern Victoria Island. The area is approximately 380km northeast of the Ekati
diamond mine and has  tidewater  access.  Personnel,  supplies and equipment are
flown into the site,  generally from Yellowknife using aircraft.  In the winter,
air strips on frozen lakes are able to accommodate  wheeled aircraft as large as
Hercules to bring in equipment and supplies.  A permanent airstrip that can take
Twin Otter sized aircraft has been built at the Boston  deposit.  Except for the
Boston strip,  float equipped  aircraft must be used in the summer  months.  The
Hope  Bay  Project  area is also  accessible  by  barge  or ship to Hope Bay and
Roberts Bay on the Arctic Ocean from mid-July to the end of September.

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

Title

The Hope Bay project area  comprises 25 Crown  mineral  claims,  24 Crown mining
leases,  29  Crown  mining  leases  pending  approval  and 7 Inuit  Owned  Lands
Exploration  Agreements  (which  replaced  the NTI  Concessions).  The  Hope Bay


                                       21





property  comprises an area of 1,094km(2) and forms one continuous block that is
approximately 80km long north to south by between 7 and 24km wide east to west.

Exploration History

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

In 1991, BHP Minerals Canada Ltd. ("BHP") assembled a contiguous block of claims
covering  approximately  1,016km(2)  and over the next several years carried out
systematic  exploration  airborne  and ground  geophysical  surveys,  geological
mapping and prospecting,  overburden drilling and more than 177,000 m of diamond
drilling.  BHP's work resulted in the discovery of the Boston,  Doris and Madrid
deposits. BHP also carried out underground  exploration and bulk sampling of the
Boston  deposit  in 1996 and 1997.  From 1991 to 1998,  BHP spent  approximately
$73.5 million in exploring  the entire Hope Bay  Greenstone  Belt.  From 2000 to
December 31, 2005 an aggregate of $105.5 million was spent by the Corporation on
exploration  and supplies at the Hope Bay Project.  During this period a further
195,000 m of core drilling was completed.

The 2005 program  totalled 33,176 m of core drilling,  mapping,  prospecting and
sampling on selected portions of the Hope Bay belt.

Geology and Mineralization

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

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

Boston System

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

Two major horizons,  the B-2 and B-3 zones, and one weaker horizon,  the B4 zone
of gold  mineralization  have been identified at the Boston  deposit.  Each zone
extends to over 1km in length and is composed of numerous quartz-carbonate veins
commonly with pyrite.  The veins are 5cm to 3m in width and at variable lengths,
within a 1 m to 40m wide  mineralized  zone.  Gold occurs in the quartz veins as
well as in the surrounding  sheared and altered volcanic rocks. The B-2 zone has
been drill  tested down to  approximately  1,000m below the surface and contains


                                       22





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

Much past exploration has been concentrated  along the 1km stretch of the Boston
deposit area which contains the currently known  resources.  On the basis of the
16 deep  holes  completed  at Boston in  2003-2004,  MHBL  believes  that it has
demonstrated that the Boston-style alteration and gold mineralization  continues
to depths of up to 1,000 m below  surface and can be traced over a strike length
of more than 750m. MHBL believes the geology  indicates that the alteration zone
continues to depth and that it contains  quartz veining and gold  mineralization
analogous  to that  seen in the B2,  B3 and B4 zones in the  upper  parts of the
Boston system. Surface mapping and the 2003-4 deep drilling at Boston has led to
a re-interpretation  of the geology in the Boston area, defining a near vertical
overturned  fold with a steep south plunging fold axis. This  interpretation  is
supported by a number of features  observed in surface and  underground  mapping
and more recently by the deep drilling. Mineralization remains open along strike
to the south and at depth.

Doris System

The Doris  system at the  north  end of the belt is  localized  in the core of a
regional  fold axis and consists of an  extensive,  deeply  dipping  quartz vein
system hosted in folded and  metamorphosed  pillow basalts and is situated at an
inferred  inflexion of a subsidiary  shear to the regional  Hope Bay break.  The
veins  occupy the contact  between  different  volcanic  suites  within a narrow
envelope of intense dolomite-sericite  alteration.  The Doris vein system likely
formed in a saddle reef setting with  dilational  sites  localized at lithologic
contacts during synfolding deformation.

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

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

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

The Doris  Connector  zone lies between  Doris North and Doris Central and spans
approximately  500m in strike  extent.  The 2001  drill  results  confirmed  the
presence of a shallow, sub-horizontal high grade shoot within the C2 vein in the
Connector area that runs parallel to and approximately 30m east of the Lakeshore
vein.  Mineralization at Doris Connector appears to be localized in the vicinity
of the  intersection of the C2 vein with a steep westerly dipping shear zone, as
well as in proximity to a sub-  horizontal,  post  veining,  altered mafic dyke.


                                       23





Alteration is defined by  carbonate,  paragonite,  pyrite and sericite.  Gold is
found  primarily at contacts  between  quartz vein and wall rock contacts and is
associated with dark-coloured tourmaline-pyrite septa or ribbons.

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

Madrid System

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

The  Deformation  Zone is a regionally  significant  corridor of high strain and
hydrothermal   alteration  adjacent  to  and  locally  transecting   prospective
iron-rich rock units. This structural and stratigraphic corridor is the locus of
a  significant  mineralized  trend  with a  number  of  mineralized  occurrences
identified through drilling over an approximately  11km strike length.  Drilling
to date has  defined  a number  of zones  along  this  strike  length,  with the
best-defined areas to date lying within the northernmost  2,000m.  These include
the Naartok West Zone, Naartok East Zone and Suluk Zone. Additional zones within
this corridor include the Marianas,  South of Suluk,  Rand Spur, P112, Patch 14,
Patch 7 and Perrin Bulge areas.

     Naartok

The Naartok  discovery is the westernmost  deposit in the Madrid system to date,
where one drill hole in 2000 encountered 6.9 g/t gold over 51.8m (including 21.4
g/t gold over  11.4m).  Drilling at Naartok in 2001 defined a broad zone of gold
mineralization  with a strike  length of about 300m and a  thickness  of 10-30m.
This  zone is  located  in the  hanging  wall  of the  Deformation  Zone  and is
characterized by a broad zone of >1g/t gold assays  containing  shoots of higher
grade mineralization.  Deeper testing of the Naartok West and East zones in 2004
identified an additional higher grade area in Naartok West, expanded the Naartok
East lens to more than double its previous extent and located a number of higher
grade shoots within the main lens.  Recent infill and expansion  drilling on the
Naartok East lens has increased the extent of the lens by an additional 200m.

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


                                       24





     Suluk Zone

Drilling in 2002-2003  tested an area  approximately  600m  southeast of Naartok
along the  Deformation  Zone under  Patch Lake where  previous  drilling  by BHP
intersected 15.5 g/t gold over 2.0 m in one hole in a setting broadly similar to
that of Naartok.  At Suluk  sub-parallel  and variably  altered and  mineralized
horizons  which dip at -80  degrees to the west have been  traced for 500m along
strike and to depths of more than 500 m below  surface.  The  mineralization  at
Suluk is similar to Naartok,  with silicification  quartz stock works and pyrite
within a broader sericite-dolomite alteration halo.

Mineralization  is situated 15 to 60m east of the Deformation Zone, not adjacent
to it as at Naartok.  The steeply  west-dipping zones of mineralization at Suluk
are   included    within   an    intercalated    basalt/argillite    unit.   The
ductility/rheology  contrast  between  basalt  and  argillite,  causing  brittle
failure  of basalt in the  vicinity  of  argillite  layers is thought to locally
control  emplacement  of  mineralization.  This  mechanism  would  explain why a
majority of high grade  basalt  samples  (15g/t)  occur near the  contacts  with
graphitic  argillite  units or in brecciated  basalt with a graphitic  argillite
matrix.  The better gold values seem to be  associated  with higher  percentages
(5%) of fine-grained  disseminated  pyrite within the quartz  carbonate-sericite
altered horizons, mostly within brecciated,  silicified and sulphidized,  mafic,
volcanic rocks. Lesser amounts of gold mineralization occur in the intercalated,
cherty,  graphitic argillite.  Preliminary  metallurgical testing of a sample of
strongly graphitic sediment from the Suluk deposit identified active carbon that
could  potentially  adversely  affect  the  recovery  of gold in a  conventional
cyanidation  recovery  circuit,  however,  2004 work  established that this only
applies to a portion of the Suluk resources.

     Other Zones

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

Exploration and Development Plans

The  Corporation's  objective is to become an intermediate gold producer through
the sequential  development of the Hope Bay Project by first developing the high
grade  Doris  North  deposit  to  generate  cash  flow  to pay  for  the  mining
infrastructure  and fund the subsequent  development of a bulk tonnage operation
at Madrid and a satellite mining operation at Boston. The Corporation's strategy
is to have Doris  North as the  infrastructure  centre  for the entire  Hope Bay
belt,  minimizing the capital  requirements  and optimizing the return on future
development   areas.  In  parallel  with  these  development   activities,   the
Corporation plans to increase the overall gold resources on the belt through the
expansion of the known  deposits and  discoveries  for new ones. The targets for
the phased approach are:

     Phase  1:  Short  Term:  Develop  a  small-scale,   high-grade,   low-cost,
     high-return  gold mine at Doris  North  with the  objective  of  generating
     significant  cash  flow,  after  capital  payback,  which  would be used to
     advance the subsequent phases while minimizing equity dilution. Doris North
     is projected to produce 155,000 oz of gold per year for two years.

     Phase 2: Medium Term: To extend and expand  production levels by developing
     the higher grade,  more  accessible  areas of the Boston,  Doris and Madrid
     deposits,  with a target  production  level  of  approximately  250,000  to
     300,000 oz of gold per annum,  generating cash flow  anticipated to proceed
     with Phase 3.


                                       25





     Phase 3: Longer Term: To further  expand gold  production by maximizing the
     potential of the Madrid  deposit and the  remainder of the Boston and Doris
     deposits,  to generate sustained production estimated to be in the range of
     350,000 to 400,000 oz of gold per annum.

However,  internal  studies have indicated that there may be  opportunities  for
larger  scale  production  at the Hope Bay Project and work in 2006 will include
examining the viability of larger scale operations.

Production  from Doris North is subject to  successful  completion of permitting
procedures and any options for production  from Doris Central,  Madrid or Boston
will be subject to the successful  completion of additional  drilling,  economic
studies and permitting  procedures,  as well as  availability of financing among
other  conditions.  The production  levels of Phases 2 and 3 are only conceptual
and may increase or decrease once further technical work is completed.

Prior to 2004,  exploration  tended to target  outcropping shear and quartz vein
hosted Archean lode gold deposits, such as those discovered at Boston and Doris.
However, with the discovery of the larger mineralized Naartok and Suluk zones in
the  Madrid  system  in  2001  combined  with  a  better  understanding  of  the
exploration  potential  for these  large  systems,  exploration  shifted  toward
discovery  and  delineation  of  mineralized  zones at Madrid  resulting  in the
majority of resource additions on the Hope Bay Project in 2003- 2005.

The  goals  and  objectives  in 2005  at Hope  Bay  were to  upgrade  sufficient
resources within the Boston,  Doris Central and Naartok deposits to an indicated
confidence level which would support a feasibility study for phase 2 development
on the belt with  emphasis on the Madrid  deposits.  The results are  summarized
below.

     Madrid.  In 2005,  the  Corporation  targeted  potential  extensions of the
     existing  Naartok East  resource to both the north and  northwest  based on
     geologic modeling which suggested the favourable volcanic strata that hosts
     the Naartok East resource was open in these  directions.  A total of 26,310
     meters of core  drilling were  completed in 2005.  Drilling at Naartok East
     confirmed the presence of wide, higher-grade  mineralization  including one
     drill  hole  which  intercepted  11.5g/t  gold  over  66.5m  at a depth  of
     approximately 275m below surface.

     Drilling at depth has  extended  the  current  limits of  mineralization  a
     further 200 meters  north of that hole, a vertical  depth of  approximately
     300 m. Drilling also extended  mineralization  a further 100 m north in the
     area of another hole at a vertical depth of 200 m.

     These results  demonstrate  the  continuity of the Naartok  mineralization,
     especially of the higher grade,  thicker areas  discovered at depth in 2004
     and  2005  and  illustrate   significant  potential  to  expand  the  known
     mineralization based on an improved  understanding of the geologic controls
     on mineralization.  Boston.  Resource calculations and internal studies are
     ongoing and will be completed in April 2006. Compilation has identified new
     targets in the  shallow  portions of the B4 zone which is  scheduled  to be
     drilled in 2006. There was no drilling on the Boston deposit in 2005.

     Doris  Central.  In 2005,  drilling  at Doris  central  was  successful  in
     defining additional  mineralization which will be incorporated into Phase 2
     development studies.


                                       26





     Assessment  Exploration.  In  2005,  a  regional  exploration  program  was
     completed to meet or exceed  assessment  requirements.  No significant  new
     discoveries  were  made.  Data  collected  will be used to design  the 2006
     exploration program.

The  Corporation  has established the following goals for its activities at Hope
Bay during 2006:

1.   Advance Doris North through the  permitting  process  towards a development
     decision - discussed under "Doris North Development Plan" below.

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

3.   Complete   required   resource   definition,   resource   calculations  and
     geotechnical  field work to provide  sufficient  background  information to
     determine  the  potential  to  accelerate  the  current  Phase2  /  Phase 3
     development plans and/or the potential for a larger scale development plan.

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

The Corporation plans to spend at least $15.5 million on exploration at Hope Bay
in 2006.  This  work  commenced  in  March  and will  continue  through  to late
September.  The bulk of the  exploration  will  focus on  resource  in-fill  and
expansion drilling at Madrid, with smaller resource programs at Boston and Doris
Connector.

Doris North Development Plan

In 2002, Steffen Robertson and Kirsten Consulting ("SRK") was engaged to prepare
a  feasibility  study with  respect to the  economic  potential of a stand alone
development of the high grade,  near surface Doris North zone.  The  feasibility
study  prepared  by SRK (the " SRK  Feasibility  Study")  was  delivered  to the
Corporation in January 2003.

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

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

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

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


                                       27





Capital Costs (C$ millions)                                    39.3

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

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

The Doris North Project will be subject to a 12% net profits royalty with an 85%
limit on  deductions  which has the effect of  establishing  a minimum  1.8% net
smelter return  royalty  payable to NTI. The actual royalty that will be payable
has not yet been determined and will depend upon the deduction of historical and
current explorations costs, capital and operating costs.

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

As contemplated in the SRK Feasibility  Study, all equipment,  bulk supplies and
materials would be moved to site by barge from Hay River,  although alternatives
are being investigated.  Other supplies and personnel will be transported to and
from site by aircraft.  Camp facilities for up to 175 personnel  (sufficient for
operating and  exploration  activities)  would be  constructed,  with  employees
retained  on a  fly-in,  fly-out  basis,  with  hiring  from  southern  Canadian
communities and from the local communities in the West Kitikmeot  region.  Total
employment at the Doris North Project is estimated to be 150 persons.

     Estimated Capital and Operating Costs

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

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


                                       28





The  estimated  capital  cost of $39.26  million  represents  the total  capital
required over the life of the Doris North Project. This includes all anticipated
lease/purchase  costs for both the mill  buildings  and the power plant for a 36
month term.

Additional work completed by MHBL staff since the SRK Feasibility Study suggests
a number of  opportunities  to optimize the Doris North Project and to take into
account the potential for longer term production from other deposits. The prices
of fuel,  steel and other  commodities  have increased since the SRK Feasibility
Study;  however,  the price of gold has increased during the same period so that
increased revenue will likely offset any increase in capital or operating costs.
The Doris North Project  development is affected less than other proposed mining
projects by recent  increases  in  commodity  prices  because it is a relatively
small scale high grade underground  mining operation,  with minimal  development
required to access very high grade  reserves.  Future  fluctuations in commodity
prices could affect the economics of the Doris North Project.

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

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

     Development Schedule

On March 6, 2006 the Nunavut Impact Review Board  recommended to the Minister of
Indian and Northern  Affairs  Canada that the Doris North Project should proceed
to obtain permits. Subject to the Minister accepting the Board's recommendation,
the Corporation is targeting having all required permits for production at Doris
North by the end of 2006. This would permit  shipping of construction  materials
to site in the summer of 2007, construction in the winter of 2007 and production
commencing in 2008.

2004 Year End Resource Estimate

Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated
Resources.  This section uses the terms  "measured" and  "indicated  resources."
U.S. investors are advised that while those terms are recognized and required by
Canadian  regulations,  the SEC does not  recognize  them.  U.S.  investors  are
cautioned  not to  assume  that any  part or all of  mineral  deposits  in these
categories will ever be converted into reserves.

Cautionary Note to U.S. Investors  concerning  estimates of Inferred  Resources.
This section uses the term "inferred resources." U.S. investors are advised that
while this term is recognized and required by Canadian regulations, the SEC does
not recognize it. "Inferred  resources" have a great amount of uncertainty as to
their  existence,   and  great  uncertainty  as  to  their  economic  and  legal
feasibility.  It cannot be assumed  that all or any part of an Inferred  Mineral
Resource  will ever be  upgraded to a higher  category.  Under  Canadian  rules,
estimates of Inferred Mineral Resources may not form the basis of feasibility or
pre-feasibility  studies, except in rare cases. U.S. investors are cautioned not
to assume that part or all of an inferred resource exists, or is economically or
legally mineable.


                                       29





The following table sets forth the mineral  resources at the Hope Bay Project as
at December  31, 2004  including  the 310,000  ounces set out as reserves in the
Doris North Feasibility Study. NOTE: These resources are as of December 31, 2004
and do not include work done in 2005.  The December 31, 2005  resource  estimate
will be announced once it is finalized in the second  quarter of 2006.  This new
resource  estimate will be available for review on the  Corporations  website at
www.miramarmining.com.

Category/Deposit               Tonnes        Gold Grade      Contained Gold
- ----------------               ------        ----------      --------------
                               (000s)           (g/t)           (000s oz)
- --------------------------------------------------------------------------------
Measured & Indicated
- --------------------
Boston                            1,387        15.4                   687
Doris                               763        23.9                   586
Madrid                            4,708         5.5                   837
- --------------------------------------------------------------------------------
Total Measured &
Indicated Resources               6,853         9.6                 2,111

Inferred
- --------
Boston                            2,574        10.9                   901
Doris                             1,675        14.7                   795
Madrid                           14,959         5.4                 2,602
- --------------------------------------------------------------------------------
Total Inferred                   19,208         7.0                 4,298
Resources*

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


     1.   All resource and reserve  estimates were prepared by the MHBL staff in
          accordance  with NI 43-101 and  reviewed  by John  Wakeford,  P. Geo.,
          Vice-President,  Exploration  for the  Corporation  and the  Qualified
          Person in accordance with NI 43-101.  Resource  estimation  models for
          Boston and Doris  (excluding  the Doris Hinge and Doris Central zones)
          have not  changed  since  2002 and  used a two  dimensional  polygonal
          approach.  The Doris Hinge, Doris Central,  Naartok and Suluk deposits
          were block  modelled  using ordinary  kriging  methods,  whereas other
          zones  applied  inverse  distance  methods,  also  the  same as  2002.
          Resource  estimation models for the Madrid area used three dimensional
          block  model  methods,  except for the South  Suluk and South Patch 14
          areas, which used a two dimensional  polygonal  approach.  Capping and
          cut off grades were applied. Measured resources were estimated only in
          the  Boston B2 Zone  where the  resource  blocks  have been  undercut.
          Indicated  resources for all the deposits generally lie within 25 m of
          a drill  hole  within  detail  drilled  areas and  inferred  resources
          generally  lie no more than 50 m from a drill hole.  The estimates for
          the Madrid area (except South Patch 14) were reviewed by Roscoe Postle
          Associates  Inc. in 2003-5,  while those for Doris  Central and Boston
          were  audited  by an  independent  resource  consultant  in 2001.  The
          resource  estimates for Doris Hinge,  Doris North and South Patch were
          audited by, SRK in 2002.

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


                                       30





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

     4.   300,000  ounces of inferred  resources  lie within 30m of lake bottoms
          (pillars) and are  considered  unsafe to be mined due to the proximity
          of the resources to the lake bottom.  They are considered  unlikely to
          be mined without significant economic and permitting  challenges.  The
          regulations  for  mining  pillars  under  lakes in  Nunavut  require a
          variance from the Mines Inspection Service for mining within 100m of a
          lake bottom.

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

The mineral resources at the Hope Bay Project are being recalculated at December
31, 2005 using work completed in 2005 and the updated resources will be released
by the Corporation when available.

Regulatory Requirements

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

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

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

Any water use on Inuit  lands  requires  a  licence.  The NWB  issues  all water
licences and permits within Nunavut subject to a review by NIRB,  which can make
recommendations to the NWB respecting permit issuances.

Doris North Permitting Progress

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

MHBL  filed a  preliminary  project  description  with the NWB and KIA which was
referred  to NIRB in 2002  and a draft  EIS with  NIRB in  January  2003,  which
detailed  the  Doris  North  Project  and  included  the  project   description,
environmental    baseline   studies,    impact    assessments,    socio-economic
considerations,  environmental  management  plans and  reclamation  and  closure
plans.


                                       31





NIRB held  public  hearings  to review  the Doris  North  Project  in four local
communities in July 2004. On August 16, 2004,  NIRB  recommended to the Minister
of INAC that the Doris North Project should not proceed on the basis of the then
existing application, and identified five areas where additional information was
required.  The Minister of INAC  accepted the NIRB  recommendations  in December
2004.

MHBL  filed an  updated  preliminary  project  description  with NIRB in 2005 to
commence a new application for the  environmental  assessment of the Doris North
Project and filed a Final  Environmental  Impact Statement ("FEIS") with NIRB on
October 31,  2005.  NIRB held public  hearings in  Cambridge  Bay,  Nunavut from
January  31 to  February  3, 2006.  On March 6, 2006 the NIRB  issued its report
recommending to the Minister of INAC that the Doris North Project should proceed
to obtain permits. The Minister will issue a decision either supporting the NIRB
decision or not. If the NIRB decision is supported by the  Minister,  NIRB would
then issue a project  certificate which would allow the NWB to schedule and hold
hearings  into the granting of a water licence for the project  following  which
the NWB would decide  whether to recommend to the Minister  that a water licence
should be  granted  for the  project.  Assuming  a positive  NWB  decision,  the
Minister  would  decide  whether to approve the water  licence and would set the
bonding amounts.  The project will also need a number of other permits,  such as
an an  authorization  from the Department of Fisheries to deposit  tailings into
Tail Lake, a federal lease of a portion of Robert's Bay to allow construction of
an offloading  jetty and an amendment to the Metal Mining  Effluent  Regulations
("MMER")  to add Tail  Lake to  schedule  2 of the MMER.  MHBL has  taken  steps
towards  obtaining  all  required  permits.  MHBL will also require a production
lease from NTI allowing the removal of minerals, various surface leases from the
KIA and an IIBA.  MHBL has settled an agreement in principle  for an IIBA and is
currently negotiating the terms of the other agreements.

Windy Camp

On June 16, 2004, an estimated 19,000 litres of fuel spilled from a storage tank
at the  Windy  Lake  Camp at Hope  Bay.  Immediate  and  effective  cleanup  was
initiated and the appropriate  authorities notified. The major proportion of the
spill was contained and  recovered.  The incident has been  investigated  by the
relevant authorities.  It is unknown whether charges will be laid and may not be
known until up to two years after the incident.

                BACK RIVER PROJECTS (GEORGE LAKE AND GOOSE LAKE)

Pursuant to an agreement  (the "Kinross  Option  Agreement")  dated February 25,
2004 between Kinross Gold Corporation  ("Kinross"),  Miramar Bathurst  Resources
Ltd.  ("MBRL"),   a  wholly  owned  subsidiary  of  the  Corporation,   and  the
Corporation,  Kinross  granted to MBRL the option (the "Back  River  Option") to
earn a 60% joint  venture  interest  in the Back River  Project.  The Back River
Project  encompasses  a number of land  packages,  including the George Lake and
Goose  Lake  projects  in  Nunavut.  Pursuant  to an  assignment  of the  Option
Agreement  dated February 3, 2005 (the "DPM Assignment  Agreement")  between the
Corporation on behalf of itself and 688282  British  Columbia Ltd. (the indirect
assignee of MBRL) and Dundee  Precious  Metals Inc,  ("DPM") the Kinross  Option
Agreement including the Back River Option was assigned to DPM for:

1.   Reimbursement  of the  Corporation's  aggregate costs incurred in acquiring
     and exploring the Back River Properties,  plus 5%, being  approximately $10
     million;


                                       32





2.   150,000  common shares of DPM, or the then cash  equivalent,  if either (i)
     the total  mineral  resources on the Goose Lake  property are not less than
     1,500,000  ounces of gold or (ii) a  decision  is made to place a mine into
     commercial production on any part of the Back River Project; and

3.   187,500 common shares of DPM, or the then cash equivalent  thereof,  if DPM
     exercises the Back River Option.

DPM agreed to reimburse certain general and administrative costs associated with
the Back River project and the Corporation  agreed to provide office space for a
period of 12 months.  In March 2006,  DPM announced that they had entered into a
Letter of Intent with  Kinross to purchase  the whole of the Back River  Project
for US$6 m. DPM expects this  transaction  to close during the first  quarter of
2006.

                                    CON MINE

The Con Mine is owned by Con Ltd., a wholly owned subsidiary of the Corporation.
The Con Mine  operated  from 1938 until  November  2003 when  mining  operations
ceased.  During that time, it was on care and maintenance  from 1941 to 1945 and
was closed  during  most of 1998 and part of 1999 as a result of a strike by the
hourly  workers.  The Con Mine was  operated  from 1986 to 2003 by Con Ltd.  The
Corporation acquired all of the outstanding shares of Con Ltd. together with the
outstanding   indebtedness  of  Con  Ltd.  to  NERCO  Minerals  Company  ("NERCO
Minerals"),   its  former  parent,   for  a  purchase  price  of   approximately
US$25,000,000  and  3,900,000  Common Shares valued at $4,875,000 on October 14,
1993.

On August 8, 2000,  Con Ltd.  received a renewal of the water  licence (the "Con
Water Licence") for the Con Mine under the Northwest Territories Waters Act. The
Con Water Licence  expires on July 29, 2006. Con Ltd.  requested an extension to
this licence in July 2005. This request is being considered by the MVLWB and the
Minister.  As a condition of the Con Water  Licence,  Con Ltd.  must  maintain a
security deposit for the cost of future  reclamation of the Con Mine as required
by the Mackenzie  Valley Land and Water Board ("MVLWB") and in a form acceptable
to Indian and Northern Affairs Canada  ("INAC").  The Con Water Licence required
initial  security in 2000 of $1.5 million  which was to increase by $1.5 million
per year to a total of $9 million. The balance of the security requirements have
been satisfied through the transaction described below.

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

On December 31, 2004, $9 million of the Bluefish  Proceeds was deposited  into a
reclamation  security trust (the "First Con Mine Trust") to fund the reclamation
of the Con Mine if Con Ltd.  does not  meet  its  reclamation  obligations  with
respect to environmental compliance, reclamation, post-closure control measures,
monitoring  and  ongoing   maintenance  and  adaptive  management  programs  for
environmental  impacts  in  connection  with the  operation  of and  closure  of
operations  at the Con Mine under the Northwest  Territories  Waters Act and the
Con Water  Licence.  The  deposit  into the First Con Mine Trust  satisfied  the
security deposit obligations of Con Ltd. under the Con Water Licence.

In connection with the Bluefish sale, the  Corporation  and Con Ltd.  granted to
NERCO  Minerals  an  indemnity  ("NERCO  Indemnity")  with  respect to any costs
related to the potential environmental liabilities associated with the operation
of the Con Mine. As security for its obligations under the NERCO Indemnity,  Con
Ltd.  granted to Nerco  Minerals a general  security  agreement  over all of the


                                       33





assets of Con Ltd..  In  addition,  Con Ltd.  established  a second  reclamation
security trust (the "Second Con Mine Trust") to fund any  reclamation of the Con
Mine site not funded by the First Con Mine Trust.  On  December  31,  2004,  the
remainder of the Bluefish  Proceeds ($1 million) was  deposited  into the Second
Con Mine Trust.  All  proceeds of sale of the assets of the Con Mine (net of Con
Ltd.'s reasonable costs of sale) will also be deposited into the Second Con Mine
Trust.  The second Con Mine  Trust  currently  has  approximately  $1.5  million
committed to it.

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

An autoclave  facility was constructed and commenced  operation during late 1992
to  process  refractory  ores and  gold-bearing  arsenic  sludge  from  historic
roasting operations.  Operation of the autoclave to process the arsenical sludge
eliminates a potential  environmental  liability  at the site by  rendering  the
toxic chemical arsenic trioxide as a stable and environmentally benign chemical,
ferric arsenate.  The autoclave has been processing  arsenical  sludges from the
Con Mine property  since March 2000 and will  continue to do so until  completed
and it moves into other  reclamation  activities.  The main thrust of  arsenical
sludge  treatment  was  completed  in 2005 with  final  wash down and  treatment
scheduled for the summer of 2007.

As required under the Con Water Licence,  Con Ltd. filed a draft abandonment and
restoration plan in 2001 and a revised  abandonment and restoration plan (the "A
& R Plan") with the MVLWB in March 2003.  The MVLWB  established a working group
with  representatives  from  Environment  Canada,  Department  of Fisheries  and
Oceans,  INAC,  Resources,  Wildlife & Economic Development of the Government of
the Northwest  Territories,  Stanton  Territorial Health Authority,  Ministry of
Municipal and Community Affairs,  City of Yellowknife,  Dene Nation, North Slave
Metis Alliance,  Dogrib Treaty II Council and Northwest  Territories  Chamber of
Mines  and a  schedule  for  reviewing  each of the  sections  of the A&R  Plan.
Meetings continue with the working group to finalize the plan.

As all mining and processing  activities  have terminated at the site, all other
reclamation  will be  carried  out as part of the  current  closure  plan,  with
physical site remediation  anticipated to be completed over a three to four year
period. It has been estimated that ongoing water treatment and monitoring of the
site by Con Ltd. could continue for up to 25 years.


                                       34





Reclamation  activities at the Con Mine commenced in 2005. The  Corporation  has
recorded an asset retirement obligation ("ARO") of $19.2 million, which includes
an  increase  recorded  in the fourth  quarter of 2005 of $8.1  million  for the
expected  closure costs to be incurred from 2006 to 2033.  The increase  results
from a revised  estimate of closure  costs to  incorporate  water  treatment and
monitoring for 25 years,  the addition of rock cover to the tailings ponds,  and
processing costs of additional mill roaster tailings  excavated in 2005. Details
of the  calculation  of the ARO are provided in the  Management  Discussion  and
Analysis of the Corporation's  consolidated  audited financial statement for the
year ended  December 31, 2005. The majority of the  expenditures  will likely be
made in the next  five  years.  A portion  of the  funding  for the  reclamation
activities will be provided by the $10.5 million plus accrued  interest,  in the
First Con Mine Trust and Second Con Mine Trust.

The goal of Con Ltd. is to be in full  compliance  with all  environmental  laws
applicable in the Northwest  Territories.  However,  this is not always possible
and charges were laid against Con Ltd.  under the Northwest  Territories  Waters
Act in connection with the discharge of effluent above  permitted  levels over a
weekend in 2002 and failing to  immediately  pump out seepage pits adjacent to a
tailings  dam. Con Ltd.  pled guilty to certain of the  charges,  paid a fine of
$10,000 and contributed $80,000 to a fund established by Environment Canada.

                               EQUITY INVESTMENTS

Sherwood Mining Corporation

The  Corporation  owns 2,282,143  common shares of Sherwood  Mining  Corporation
("Sherwood"),  representing  an 7.6%  interest.  Sherwood  is a  publicly-traded
Company listed on the TSX Venture Exchange.

Pursuant  to an option and joint  venture  agreement  dated  March 19, 2004 (the
"Sherwood  Option  Agreement"),  the Corporation  granted to Sherwood the option
(the  "Sherwood  Option") to earn a 60% interest in the Chicago area of the Hope
Bay belt,  encompassing the Chicago/Kell  trend and the Heku trend (the "Chicago
Area").  Sherwood  conducted  exploration  work in the Chicago  Area but in 2005
determined not to proceed with the Sherwood Option.

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

In 2006 the  Corporation  exercised  its  warrants  and sold  107,143  shares of
Sherwood  (428,571 pre  consolidation  shares).  Quest has also  exercised  both
options granted to it by the Corporation.  The 2,282,143 Sherwood shares held by
the Corporation are after giving effect to the share consolidation.


                                       35





Northern Orion Explorations Ltd.

The  Corporation   holds  a  net  smelter  proceeds   agreement  (the  "Proceeds
Agreement") which requires Northern Orion  Explorations Ltd.  ("Northern Orion")
to pay to the  Corporation  an amount  equal to 2.5% of the net smelter  returns
from all products sold from the Agua Rica property.  The Proceeds Agreement also
requires  Northern  Orion to pay to the  Corporation  50% of the net proceeds of
sale of any interest in the Agua Rica property. The maximum amount payable under
the Proceeds Agreement is $15 million.  The Agua Rica copper/gold  property is a
large copper porphyry deposit located on a group of exploitation concessions and
mining claims located in Catamarca Province, Argentina.

Maximus Ventures Ltd.

In September 2004, the Corporation and Maximus Ventures Ltd. ("Maximus") entered
into an option agreement, (the "Maximus Option Agreement") pursuant to which the
Corporation  granted to Maximus an option (the  "Maximus  Option") to earn a 75%
interest in the Eastern  Contact and Twin Peaks areas of Hope Bay (the  "Maximus
Option  Property")  by spending  $7.5 million on  exploration  over a three year
period. In consideration for entering into the Maximus Option Agreement, Maximus
issued 1.5 million shares to the  Corporation and to maintain the Maximus Option
must issue an additional 3.5 million shares to the Corporation  over time. Up to
an  additional  16.5  million  Maximus  shares  could  also  be  issued  to  the
Corporation  upon  specific  resource  milestones  being  reached at the Maximus
Option Property.  By the end of the first Quarter 2006, the Corporation will own
3,000,000  common  shares  of  Maximus  representing  8.4%  of  the  issued  and
outstanding shares.

During the 2005 field  season,  a program of  surface  exploration  and  diamond
drilling  was  conducted,  funded by Maximus in the Eastern  Contact area of the
Maximus Option Property and carried out by staff of the Corporation. The results
of this work have been publicly reported by Maximus.

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

                                  RISK FACTORS

Gold Price Volatility

The economics of developing gold and other metal properties are affected by many
factors  including the cost of operations,  variations in the grade of ore mined
and the price of gold or other  metals.  Depending on the price of gold or other
metals,  the  Corporation  may determine  that it is  impractical to commence or
continue exploration of its properties or development efforts if any. The prices
of gold and other metals continually  fluctuate.  During the year ended December
31,  2005,  the market price for gold ranged from  US$411.10  (low) to US$536.50
(high) per ounce and averaged approximately US$444.74 per ounce. Sources: Metals
Week, Kitco, Reuters and Bloomberg.  There can be no assurance that the price of
gold will remain at these levels.


                                       36





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

Environmental

Con Ltd. and MHBL have, respectively,  been granted various licences and permits
relating to Con mine and the Hope Bay Project.  As a condition of these licences
and permits,  each  company has an  obligation  to reclaim and restore  areas of
operation  and  disturbance  to  acceptable  standards  as  established  by  the
responsible  government  agencies.  Under the terms its water  licence and other
agreements,  Con Ltd. has deposited into two  reclamation  security trusts $10.5
million for reclamation of the Con Mine. The final Closure and Reclamation  Plan
for the Con Mine has not yet been approved and changes to the plan could require
Con Ltd. to contribute  more funds to secure the  abandonment and reclamation of
the Con Mine site.  The actual  reclamation  costs are  currently  estimated  to
exceed the amount  deposited in the trusts.  Reclamation  may take several years
and  standards  could  change,  increasing  costs.  MHBL  could  be  subject  to
proceedings relating to a fuel spill from a storage tank in 2004 described under
"Windy Camp".  Con Ltd. pled guilty to certain charges relating to the discharge
of effluent beyond permitted levels in 2002 described under "Con Mine".

Permitting

Production  from any deposit at the Hope Bay Project,  including the Doris North
Project, will be subject to permitting  requirements.  There can be no assurance
that any required permits will be obtained in a timely manner, or at all or that
they will be obtained without conditions which would prohibit development.

Competition

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

Speculative Nature of Gold Exploration and Uncertainty of Development Projects

Gold  exploration  is highly  speculative  in  nature,  involves  many risks and
frequently is not productive.  There can be no assurance that the  Corporation's
gold exploration  efforts will be successful.  Success in increasing reserves is
the  result  of a number  of  factors,  including  the  quality  of a  Company's
management, its level of geological and technical expertise, the quality of land
available  for  exploration  and  other  factors.  Once gold  mineralization  is
discovered,  it may take several years in the initial  phases of drilling  until
production is possible, during which time the economic feasibility of production
may  change.  Substantial  expenditures  are  required to  establish  proven and
probable  reserves  through  drilling,  to determine  the optimal  metallurgical


                                       37





process to extract the metals  from the ore and, in the case of new  properties,
to  construct   mining  and  processing   facilities.   As  a  result  of  these
uncertainties,  no  assurance  can be given that the  Corporation's  exploration
programs will result in the expansion or  replacement  of current  reserves with
new reserves.

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

Mining/Operations Risks

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

Risks of Non-Availability of Insurance

Where considered practical to do so, the Corporation maintains insurance against
risks in the  operation  of its  business  in amounts  which it  believes  to be
reasonable.  Such  insurance,  however,  contains  exclusions and limitations on
coverage.  There can be no assurance  that such  insurance  will  continue to be
available,  will be available  at  economically  acceptable  premiums or will be
adequate  to cover any  resulting  liability.  In some  cases,  coverage  is not
available or considered too expensive relative to the perceived risk.

Additional Funding Requirements

As of December  31,  2005,  the  Corporation  had cash and cash  equivalents  of
approximately C$70 million and working capital of approximately  C$61.2 million.
The  Corporation  estimates  that it will spend  approximately  C$15  million on
exploration  programs and  permitting  expenditures  related to its  properties,
plant and  equipment  during the next twelve  months.  Although the  Corporation
currently  believes it has  sufficient  financial  resources  to  undertake  its
presently planned  exploration and development  program,  further exploration on
the Corporation's mineral resource properties in Nunavut will require additional
capital. In addition,  a positive production decision on the Doris North Project
would require capital for project engineering and construction. Accordingly, the
continuing  development  of  the  Doris  North  Project  will  depend  upon  the
Corporation's  ability to obtain  financing  on  reasonable  terms.  There is no
assurance  the  Corporation   will  be  successful  in  obtaining  the  required
financing.


                                       38





Title Matters

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

Dilution

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

Losses

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

     o    $11 million for the year ended December 31, 2005

     o    $32.5 million for the year ended December 31, 2004

As of December 31, 2005, the  Corporation  had an accumulated  deficit of $212.5
million.

The Corporation  currently has no properties in production or under development.
It may be several years before the  Corporation  will generate any revenues from
operation if at all. There can be no assurance that the Corporation will realize
revenue or achieve profitability.

Reserves and Resources

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

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

Under standards set forth by the SEC,, a mineral reserve is defined as a part of
a mineral deposit which could be economically and legally  extracted or produced
at the time the mineral reserve  determination  is made. Under SEC standards the
term "reserve"  means that part of a mineral  deposit which can be  economically
and legally extracted or produced at the time of the reserve determination.  The
term "economically," as used in the foregoing definition implies that profitable
extraction or production has been established or analytically demonstrated to be
viable and justifiable under reasonable  investment and market assumptions;  and
the term "legally," as used in such definition,  does not imply that all permits
needed for mining and  processing  have been obtained or that other legal issues
have been completely resolved.  However, for a reserve to exist, there should be


                                       39





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

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

Under  NI  43-101,  "Proven  Mineral  Reserve"  means,  in  accordance  with CIM
Standards,  for the part of a deposit  which is being  mined,  or which is being
developed and for which there is a detailed mining plan, the estimated  quantity
and grade or quality of that part of a measured  mineral  resource for which the
size,  configuration and grade or quality and distribution of values are so well
established,  and for which economic viability has been demonstrated by adequate
information on engineering,  operating,  economic and other relevant factors, so
that there is the highest degree of confidence in the estimate.  This definition
differs  from the  standards  in the United  States,  where  proven or  measured
reserves are defined as reserves which (a) quantity is computed from  dimensions
revealed in  outcrops,  trenches,  workings  or drill  holes;  (b) grade  and/or
quality are computed from the results of detailed sampling and (c) the sites for
inspection,  sampling and  measurement  are spaced so closely and the geographic
character  is so well  defined that size,  shape,  depth and mineral  content of
reserves are well established.

Under NI 43-101,  "Probable  Mineral  Reserve":  means,  in accordance  with CIM
Standards,  the  estimated  quantity  and  grade or  quality  of that part of an
indicated mineral resource for which economic viability has been demonstrated by
adequate  information  on  engineering,  operating,  economic and other relevant
factors,  at a  confidence  level which would serve as a basis for  decisions on
major  expenditures.  This  definition  differs from the standards in the United
States,  where  probable  mineral  reserves  are defined as  reserves  for which
quantity and grade and/or quality are computed from information  similar to that
of  proven  reserves  (under  United  States  standards),   but  the  sites  for
inspection,  sampling,  and  measurement are further apart or are otherwise less
adequately  spaced,  and the degree of assurance,  although  lower than that for
proven mineral reserves,  is high enough to assume continuity  between points of
observation.  The  degree of  assurance,  although  lower  than that for  proven
mineral  reserves,  is high  enough  to  assume  continuity  between  points  of
observation.

Note to U.S. Readers: The terms "Measured Mineral Resource",  "Indicated Mineral
Resource" and "Inferred  Mineral  Resource" used in this AIF are Canadian mining
terms as defined in accordance  with NI 43-101 under the  guidelines  set out in
the CIM  Standards on Mineral  Resources  and Mineral  Reserve  Definitions  and
guidelines adopted by the CIM council on August 20, 2000.

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

Under NI 43-101, "Measured Mineral Resource" in accordance with CIM standards is
that part of a mineral resource for which quantity, grade or quality, densities,
shape and  physical  characteristics  are so well  established  that they can be
estimated with  confidence  sufficient to allow the  appropriate  application of
technical and economic parameters, to support production planning and evaluation
of the economic viability of the deposit.  The estimate is based on detailed and
reliable   exploration,   sampling  and  testing  information  gathered  through
appropriate from locations such as outcrops,  trenches, pits, workings and drill
holes  that are  spaced  closely  enough to confirm  both  geological  and grade
continuity.


                                       40





Under NI 43-101,  "Indicated Mineral Resource" in accordance with CIM Standards,
an  Indicated  Mineral  Resource  is that part of a Mineral  Resource  for which
quantity, grade or quality,  densities, shape and physical characteristics,  can
be estimated  with a level of  confidence  sufficient  to allow the  appropriate
application of technical and economic  parameters,  to support mine planning and
evaluation  of the economic  viability of the deposit.  The estimate is based on
detailed and  reliable  exploration  and testing  information  gathered  through
appropriate techniques from locations such as outcrops, trenches, pits, workings
and  drill  holes  that are  spaced  closely  enough  for  geological  and grade
continuity to be reasonably assumed.

Under NI 43-101, "Inferred Mineral Resource" in accordance with CIM Standards is
that part of a Mineral  Resource for which  quantity and grade or quality can be
estimated  on  the  basis  of  geological  evidence  and  limited  sampling  and
reasonably  assumed,  but not verified,  geological  and grade  continuity.  The
estimate  is  based  on  limited   information  and  sampling  gathered  through
appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes.

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

                                    DIVIDENDS

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

                        DESCRIPTION OF CAPITAL STRUCTURE

The Corporation's authorized share capital consists of 500,000,000 common shares
without  par value of which as at March 20, 2006 there were  187,404,627  Common
Shares issued and outstanding. Each Common Share entitles the holder to one vote
on all matters voted on a poll at meetings of shareholders, to receive dividends
if, as and when declared by the board of directors and to share in the remaining
property of the Corporation on a dissolution or winding-up

The Corporation had 664 registered  shareholders of record as at March 14, 2006.
The Articles and by-laws of the Corporation contain no restrictions on the right
to hold or vote the Corporation's Common Shares.

                              MARKET FOR SECURITIES

The Common  Shares are listed on the Toronto  Stock  Exchange  and the  American
Stock  Exchange  under the trading  symbols "MAE" and "MNG",  respectively.  The
tables below  present the high and low sale prices for the Common Shares and the


                                       41





volume, on a monthly basis for the Toronto Stock Exchange and the American Stock
Exchange for 2005.

Toronto Stock Exchange (Canadian Dollars)

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

            Month               High            Low              Volume

- --------------------------------------------------------------------------------
           January              1.49           1,28             3,067,746
- --------------------------------------------------------------------------------
           February             1.53           1.20             2,823,301
- --------------------------------------------------------------------------------
            March               1.64           1.23             4,193,144
- --------------------------------------------------------------------------------
            April               1.36           1.08             6,236,783
- --------------------------------------------------------------------------------
             May                1.14            .87             5,146,632
- --------------------------------------------------------------------------------
             June               1.43           1.00             9,867,298
- --------------------------------------------------------------------------------
             July               1.59           1.32             2,730,578
- --------------------------------------------------------------------------------
            August              1.56           1.38             3,595,634
- --------------------------------------------------------------------------------
          September             1.99           1.43             9,374,536
- --------------------------------------------------------------------------------
           October              2.01           1.43             2,856,981
- --------------------------------------------------------------------------------
           November             2.52           1.46             9,410,685
- --------------------------------------------------------------------------------
           December             2.99           2.00             9,667,957
- --------------------------------------------------------------------------------




American Stock Exchange (US Dollars)

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

            Month               High              Low            Volume

- --------------------------------------------------------------------------------
           January              1.18             1.08           3,847,200
- --------------------------------------------------------------------------------
           February             1.21             1.00           4,899,600
- --------------------------------------------------------------------------------
            March               1.30             1.03           5,287,800
- --------------------------------------------------------------------------------
            April               1.06              .87           5,060,900
- --------------------------------------------------------------------------------
             May                 .90              .69           6,525,800
- --------------------------------------------------------------------------------
             June               1.16              .82           5,376,700
- --------------------------------------------------------------------------------
             July               1.22             1.09           3,334,800
- --------------------------------------------------------------------------------
            August              1.28             1.11           4,472,100
- --------------------------------------------------------------------------------
          September             1.64             1.22           8,898,900
- --------------------------------------------------------------------------------
           October              1.66             1.24           8,409,000
- --------------------------------------------------------------------------------
           November             2.02             1.27          13,870,000
- --------------------------------------------------------------------------------
           December             2.51             1.79          14,046,000
- --------------------------------------------------------------------------------


                             DIRECTORS AND OFFICERS

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


                                       42





- ------------------------------------------------ --------------------------- ---------------------------------------
Name and Municipality of Residence               Position(s) Held            Principal Occupation

- ------------------------------------------------ --------------------------- ---------------------------------------
                                                                       
Lawrence Bell(1)(4)(5)                           Director                    Corporate Director, B.C. Hydro,
West Vancouver, B.C.                                                         electrical utility
- ------------------------------------------------ --------------------------- ---------------------------------------
David Fennell(2)(4)                              Executive Vice-Chairman     Mining Executive
Nassau, Bahamas                                  and Director
- ------------------------------------------------ --------------------------- ---------------------------------------
Catherine McLeod-Seltzer(3)(5)                   Director                    Chairperson, Pacific Rim Mining
West Vancouver, B.C.                                                         Corporation, mining company
- ------------------------------------------------ --------------------------- ---------------------------------------
Peter Nixon(1)(5)                                Director                    Corporate Director
Keswick, Ontario
- ------------------------------------------------ --------------------------- ---------------------------------------
Anthony J. Petrina(2)(3)(4)(5)                   Chairman of the Board       Mining Engineer, Corporate Director
Vancouver, B.C.                                  and Director
- ------------------------------------------------ --------------------------- ---------------------------------------
Christopher J. Pollard(1)(4)                     Director                    Retired lawyer, Corporate Director,
Vancouver, B.C.
- ------------------------------------------------ --------------------------- ---------------------------------------
William E. Stanley(1)(2)(3)                      Director                    Mining Engineer, Industry Consultant
West Vancouver, B.C.
- ------------------------------------------------ --------------------------- ---------------------------------------
Anthony P. Walsh(2)                              Officer and  Director       President and Chief Executive
West Vancouver, B.C.                                                         Officer of the Corporation
- ------------------------------------------------ --------------------------- ---------------------------------------
Elaine Bennett,                                  Officer                     Vice-President and Controller of the
North Vancouver, B.C.                                                        Corporation
- ------------------------------------------------ --------------------------- ---------------------------------------
Heather Duggan                                   Officer                     Vice-President, Human Resources of
North Vancouver, BC                                                          the Corporation
- ------------------------------------------------ --------------------------- ---------------------------------------
Brian Labadie                                    Officer                     Executive Vice-President, Chief
Maple Ridge, B.C.                                                            Operating Officer of the Corporation
- ------------------------------------------------ --------------------------- ---------------------------------------
A. David Long,                                   Officer                     Vice President Legal of the
West Vancouver, B.C.                                                         Corporation
- ------------------------------------------------ --------------------------- ---------------------------------------
John Wakeford                                    Officer                     Vice President Exploration of the
North Vancouver, B.C.                                                        Corporation
- ------------------------------------------------ --------------------------- ---------------------------------------


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

Each of the foregoing  individuals has been engaged in the principal  occupation
set forth  opposite his or her name during the past five years except for Elaine
Bennett who,  prior to 2002, was the Corporate  Controller of the  Corporation;:
Heather  Duggan  who,  prior to 2004,  was the  Director  of Human  Resources  &
Workforce  Development  at  Diavik  Diamond  Mines  and  prior to 2002,  was the
Principle Consultant,  Mountain Consulting International,  a human resources and
change management  consulting Company;  David Fennell who, prior to 2002 was the
President  and  Chairman  of Hope  Bay  Gold  Corporation  Inc.;  and  Catherine
McLeod-Seltzer,   who  prior  to  2006  was  President  of  Pacific  Rim  Mining
Corporation.

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


                                       43





To the best of the Corporation's knowledge, having made due inquiry, no director
or executive  officer of the  Corporation is or has been in the last 10 years, a
director or  executive  officer of another  issuer  that,  while that person was
acting in that  capacity (a) was the subject of a cease trade or similar  order,
or an order that denied the other issuer access to any exemptions under Canadian
securities legislation for a period of more than 30 consecutive days, or (b) was
subject to an event that resulted,  after that person ceased to be a director or
executive  officer,  in the issuer being the subject of a cease trade or similar
order or an order that denied the issuer access to any exemption  under Canadian
securities  legislation  for a period of more than 30  consecutive  days, or (c)
within a year of that person ceasing to act in that capacity,  became  bankrupt,
made a proposal  under any  legislation  relating to bankruptcy or insolvency or
was subject to or instituted any  proceedings,  arrangement  or compromise  with
creditors or had a receiver,  receiver manager or trustee  appointed to hold its
assets.

To the  knowledge  of the  Corporation,  the  number  of  Common  Shares  of the
Corporation which were beneficially owned, directly or indirectly, or over which
control or direction was  exercised by all  directors and executive  officers of
the  Corporation  as a  group  as  at  March  25,  2006,  was  2,670,000  shares
representing 1.4% of the then outstanding Common Shares.

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

                                LEGAL PROCEEDINGS

The following is a description of the legal proceedings to which the Corporation
is party or to which any of its  property is subject and which  involves a claim
for damages,  excluding interests and costs,  exceeding 10% of the Corporation's
current  assets or which may  otherwise  be  material to the  Corporation  as at
December 31, 2005.

In 1995, the Corporation  entered into a joint  exploration  transaction with an
investor that resulted in the sale of an interest in the assets  comprising  the
Con Mine. The transaction was based upon an independent  valuation  prepared for
the  Corporation.   In  2000,   Canada  Revenue  Agency  (the  "CRA")  issued  a
re-assessment  notice  challenging  the valuation  that formed the basis for the
transaction.  This  re-assessment does not give rise to any taxes payable by the
Corporation. However, as part of the transaction in 1995, the Corporation agreed
to  compensate  the  investor  for any  shortfall  in the  value  of the  assets
transferred,   to  a  maximum  of  $2.7  million,   plus  accrued   interest  of
approximately  $2.4  million at December  31,  2005,  such amounts to be payable
should a ruling be made against the Corporation  denying the transfer of certain
tax pools.  In January 2005, the CRA issued a Notice of  Confirmation of the tax
reassessment  which challenges the fair value of the property and the allocation
of the fair value to assets and associated tax pools The fair value  established
by the  Corporation in 1995 was supported by an  independent  valuation that the
Corporation intends to strenuously defend. The Corporation has filed a Notice of
Appeal  with the Tax Court of Canada and  expects the matter to be heard in late
2006; however, the outcome of this matter cannot be determined at this time.

           INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director, executive officer of the Corporation, person or company that is the
direct or indirect  beneficial  owner of, or who exercises  control or direction
over, more than 10% of the outstanding Common Shares or associates or affiliates
of  the  foregoing  has  any  material  interest,  direct  or  indirect,  in any
transaction  since January 2002 that has materially  affected or will materially
affect the Corporation other than as described in the following paragraph.


                                       44





DPM owns or  exercises  control or direction  over an  aggregate  of  18,917,000
Common Shares, representing approximately 10.8% of the total number outstanding.
In 2003,  2004 and 2005,  Dundee  Securities  Corporation,  an affiliate of DPM,
acted as an  underwriter  or agent in respect of one public and several  private
placements of securities of the Corporation.  In consideration for its services,
Dundee Securities Corporation and the other underwriters and agents collectively
received cash  commissions  equal to between 5% and 6% of the gross  proceeds of
the offerings and, in some cases,  compensation  options exercisable to purchase
between 5% and 6% of the number of securities sold.


                          TRANSFER AGENT AND REGISTRAR

The  registrar  and transfer  agent for the Common  Shares is Pacific  Corporate
Trust Company,  2nd Floor, 510 Burrard Street,  Vancouver B.C. V6C 3B9 and Suite
1101, 4 King Street West, Toronto, Ontario.

                               MATERIAL CONTRACTS

The  following  is a list of  agreements  (other than those made in the ordinary
course of business) that are material to the  Corporation  and that were entered
into (i) since  January 1, 2005,  or (ii) since January 1, 2002 and are still in
effect:

     1.   The Bluefish Sale Agreement referred to under "Con Mine".

     2.   The First Con Mine Trust referred to under "Con Mine".

     3.   The NERCO Indemnity referred to under "Con Mine".

     4.   The Second Con Mine Trust referred to under "Con Mine".

     5.   The DPM Assignment  Agreement  referred to under "Back River Projects"
          (i.e. George and Goose Lake)

     6.   On June 30,  2005 the  Corporation  transferred  all of its  shares of
          Miramar Giant Mine Ltd. ("MGM"), the company which held the Giant Mine
          located  in   Yellowknife,   NT,  to  a  reclamation   security  trust
          established by MGM and Indian and Northern  Affairs  Canada  ("INAC").
          INAC assumed  control over the Giant Mine and the  Corporation  has no
          further involvement or liability in relation to the Giant Mine.

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

The Subscription Agreement also provides, among other things:


                                       45





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

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

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


                              INTERESTS OF EXPERTS

The Corporation's auditor is KPMG, LLP, independent chartered accountants, which
has audited the Corporation's  consolidated  financial statements as at December
31,  2005  and 2004  and for the  years  ended  December  31,  2005 and 2004 and
expressed their opinion on the Corporation's year end financial statements.

The  estimates  for the Madrid  area  (except  South  Patch 14)  resources  were
reviewed by Roscoe Postle  Associates  Inc.  ("RPA") an independent  engineering
firm, in 2003-5.  The resource  estimates for Doris Hinge, Doris North and South
Patch were audited by independent resource consultant SRK Engineering ("SRK") of
Toronto in 2002. All work reviewed was in accordance with NI 43-101.

                             ADDITIONAL INFORMATION

All  information  incorporated by reference in this document is available on the
Corporations website at  www.miramarmining.com  and on the System for Electronic
Disclosure and Retrieval ("SEDAR") at www.sedar.com.

Additional  financial  information is contained in the  Corporation's  financial
statements  and MD&A for the year ended  December  31, 2005 and may be retrieved
from  the  Corporation's  website  at  www.miramarmining.com  or from  SEDAR  at
www.sedar.com.

Additional  information  including  directors'  and officers'  remuneration  and
indebtedness,  principal  holders of securities of the  Corporation,  options to
purchase  securities and interests of insiders in material  transactions,  where
applicable,   is  contained  in  the  management  information  circular  of  the
Corporation for its most recent annual meeting of shareholders that involved the
election  of  directors  to be mailed to  shareholders  and filed on SEDAR on or
around April 7, 2006.


                                       46





                    AUDIT & RISK MANAGEMENT COMMITTEE MANDATE

Purpose

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

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

Organization

The  Committee  is to be  composed  of  Directors  who  are  independent  of the
management  of the  Corporation  and are free of any  relationship  that, in the
opinion  of The Board of  Directors,  would  interfere  with their  exercise  of
independent  judgment as committee members.  The Committee will ensure that it's
Chairperson  and members be  financially  literate  and that at least one member
have  expertise in financial  reporting.  The Committee  will meet at least four
times a year, with the authority to convene additional meetings as circumstances
require.

Responsibilities

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

In carrying out these responsibilities, the Committee will:

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

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

     o    Meet with the  independent  auditors and  financial  management of the
          Corporation  to review the scope of the proposed audit for the current
          year and the audit  procedures to be utilized,  and at the  conclusion


                                       47





          thereof review such audit,  including any comments or  recommendations
          of the independent auditors;

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

     o    Review the  Corporation's  hedging  and risk  management  systems  and
          policies;

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

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

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

     o    Review  accounting and financial human resources  succession  planning
          within the Corporation;

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

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

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

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

     o    Receive and handle  complaints under the  Corporation's  Whistleblower
          Policy.

     o    Review and pre-approve amounts paid to the Corporation's  auditors for
          non-audit work.


                                       48





     Audit and Risk Management Committee composition

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

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

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

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

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

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

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

     Pre-Approval Policies and Procedures

The policy of the Audit and Risk  Management  Committee is that the  Corporation
may not retain the Corporation's  Auditors to conduct non audit services without
the prior  approval of the Audit and Risk  Management  Committee.  The Audit and
Risk Management Committee procedure for granting such approval is to review with
management the proposed  services and estimated  budget and, where the Audit and
Risk Management Committee is satisfied that to permit the Auditor to perform the
specified non audit services would not prejudice the Auditor's independence,  to
permit the Corporation to have the Auditor perform the non audit services with a


                                       49





maximum  permitted fee.  During the past two financial  years the Audit and Risk
Management  Committee  has approved  the  Corporation  retaining  the Auditor to
perform non audit  services  relating  to:  providing  guidance  with respect to
documentation and testing of internal controls;  reviewing  quarterly  unaudited
financial  statements;  consulting as to  accounting or disclosure  treatment of
transactions;  performing  due diligence  assistance on potential  acquisitions;
reviewing  disclosure in public offering documents;  providing  information risk
management  services  associated  with the  implementation  of  computer  system
software;  providing  Canadian  tax  compliance  services  and tax  planning and
advisory services.

External Auditor Service Fees

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

- --------------------------- -------------- ----------------
                            2005           2004
- --------------------------- -------------- ----------------
Audit Fees                  $139,000       $ 144,150
- --------------------------- -------------- ----------------
Audit Related Fees          $ 79,950          78,175
- --------------------------- -------------- ----------------
Tax Fees                    $ 82,430          69,250
- --------------------------- -------------- ----------------
All Other Fees              $ -               -
- --------------------------- -------------- ----------------

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













                                       50




2.   AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF MIRAMAR MINING CORPORATION
























                                       51












                     Consolidated Financial Statements
                     (Expressed in Canadian dollars)



                     MIRAMAR  MINING  CORPORATION



                     Years ended December 31, 2005 and 2004



















                                       52





AUDITORS' REPORT TO THE SHAREHOLDERS


We have audited the consolidated balance sheets of Miramar Mining Corporation as
at December 31, 2005 and 2004 and the consolidated  statements of operations and
deficit and cash flows for the years then ended. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian  generally accepted auditing
standards.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance  whether  the  financial  statements  are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2005
and 2004 and the results of its  operations and its cash flows for the year then
ended in accordance with Canadian generally accepted accounting principles.


(signed) KPMG LLP

Chartered Accountants



Vancouver, Canada

March 1, 2006


                                       53





MIRAMAR MINING CORPORATION
Consolidated Balance Sheets
(Expressed in thousands of Canadian dollars)

December 31, 2005 and 2004
================================================================================





- -----------------------------------------------------------------------------------------------------
                                                                                2005            2004
- -----------------------------------------------------------------------------------------------------
                                                                                   
Assets

Current assets:
        Cash and cash equivalents                                        $   48,723      $   30,215
        Short term investments                                               20,000               -
        Accounts receivables                                                  1,135           2,340
        Inventory (note 5)                                                    4,782           7,178
        Prepaid expenses                                                        355             267
        ---------------------------------------------------------------------------------------------
                                                                             74,995          40,000
Power credits receivable                                                      1,557           1,945

Property, plant and equipment (note 6)                                        5,569           5,766

Mineral properties (note 7)                                                 170,817         160,003

Cash collateral deposits (note 8)                                            14,980          14,674

Investment in Northern Orion Explorations Ltd. (note 3)                       8,505           9,182

Other assets (note 9)                                                         1,574             707
- -----------------------------------------------------------------------------------------------------
                                                                         $  277,997      $  232,277
- -----------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity

Current liabilities
        Accounts payable and accrued liabilities                         $    4,748      $    7,131
        Current portion of site reclamation and closure costs (note 10)       5,947           7,485
        ---------------------------------------------------------------------------------------------
                                                                             10,695          14,616

Deferred gain (note 2(p))                                                     1,557           1,945

Provision for site reclamation and closure costs (note 10)                   14,536          12,274

Future income tax liability (note 12)                                        22,801          19,120
- -----------------------------------------------------------------------------------------------------
                                                                             49,589          47,955

Shareholders' deficiency:
        Share capital (note 11)                                             433,990         380,734
        Contributed surplus                                                   6,846           5,025
        Deficit                                                            (212,428)       (201,437)
        ---------------------------------------------------------------------------------------------
                                                                            228,408         184,322
- -----------------------------------------------------------------------------------------------------
                                                                         $  277,997      $  232,277
- -----------------------------------------------------------------------------------------------------



Nature of operations (note 1)
Commitments and contingencies (notes 11 and 15)


See accompanying notes to consolidated financial statements.

Approved on behalf of the Board:


 /s/ Anthony Walsh            Director     /s/ David Fennell        Director
- ----------------------------             -------------------------



                                       54




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

Years ended December 31, 2005 and 2004

================================================================================



- -------------------------------------------------------------------------------------------------
                                                                               2005         2004
- -------------------------------------------------------------------------------------------------
                                                                                
Revenue:
        Sales                                                            $     407    $   7,567
        Interest                                                             1,156        1,562
        Other income                                                         1,003        3,136
        -----------------------------------------------------------------------------------------
                                                                             2,566       12,265

Expenses:
        Cost of sales                                                          535       22,872
        Depreciation, depletion and accretion                                1,088        1,979
        General and administration                                           1,520        1,748
        Salaries                                                             1,217        1,486
        Professional services                                                  592          707
        Investor relations                                                     119          171
        Interest                                                               241          133
        Stock-based compensation                                               985        2,250
        Foreign exchange                                                         2           39
        Severances and closure                                                 264        1,583
        Write-down of assets                                                   108        4,515
        Write-down of capitalized value assigned by asset retirement
           obligation (note 10)                                              8,085       10,508
        -----------------------------------------------------------------------------------------
                                                                            14,756       47,991
- -------------------------------------------------------------------------------------------------
Loss from operations before undernoted                                     (12,190)     (35,726)

Equity loss                                                                   (227)        (294)
- -------------------------------------------------------------------------------------------------
Loss before income taxes                                                   (12,417)     (36,020)

Income tax recovery (expense) (note 12):
        Current                                                                (34)        (298)
        Future                                                               1,460        3,859
        -----------------------------------------------------------------------------------------
                                                                             1,426        3,561
- -------------------------------------------------------------------------------------------------
Loss for the year                                                          (10,991)     (32,459)

Deficit, beginning of year                                                (201,437)    (168,978)
- -------------------------------------------------------------------------------------------------
Deficit, end of year                                                     $(212,428)   $(201,437)
- -------------------------------------------------------------------------------------------------
Basic and diluted loss per share                                         $   (0.07)   $   (0.21)

Weighted average number of common shares outstanding                   163,744,437  153,524,708
- -------------------------------------------------------------------------------------------------




See accompanying notes to consolidated financial statements.


                                       55





MIRAMAR MINING CORPORATION
Consolidated Statements of Cash Flows
(Expressed in thousands of Canadian dollars)

Years ended December 31, 2005 and 2004
================================================================================



- --------------------------------------------------------------------------------------------------
                                                                               2005          2004
- --------------------------------------------------------------------------------------------------
                                                                                
Cash provided by (used in):

Operations:
        Loss for the year                                              $   (10,991)   $  (32,459)
        Items not involving cash:
            Depreciation, depletion and accretion                            1,088         1,979
            Stock-based compensation                                           985         2,250
            Write-down of assets                                             8,193        15,023
            Equity loss                                                        227           294
            Future income taxes                                             (1,460)       (3,859)
            Other                                                               18          (408)
        Changes in non-cash working capital:
            Accounts receivable                                              1,205          (763)
            Inventory                                                          595        (2,225)
            Prepaid expenses                                                   (88)          287
            Accounts payable and accrued liabilities                        (3,165)       (3,063)
        Payments made on site reclamation (note 10)                         (8,138)            -
        ------------------------------------------------------------------------------------------
                                                                           (11,531)      (22,944)

Investments:
        Expenditures on plant, equipment and deferred exploration, net     (18,413)      (34,295)
        Purchase of securities                                                (300)            -
        Proceeds on sale of assets (notes 3 and 7)                          10,769           900
        Purchase of collateral deposits, net                                  (306)       (8,400)
        Purchase of short-term investments                                 (20,000)            -
        ------------------------------------------------------------------------------------------
                                                                           (28,250)      (41,795)

Financing:
        Issue of common shares for cash                                     58,289        15,033
        Proceeds from note receivable (note 2(p))                                -        10,000
        ------------------------------------------------------------------------------------------
                                                                            58,289        25,033
- --------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                            18,508       (39,706)

Cash and cash equivalents, beginning of year                                30,215        69,921
- --------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year                                 $    48,723    $   30,215
- --------------------------------------------------------------------------------------------------
Supplementary information:
     Income taxes paid                                                 $        34    $      431
     Non-cash investing and financing activities:
         Fair value of stock options allocated to shares
           issued on exercise                                                  107            89
         Stock-based compensation included in deferred exploration             944         1,087
         Asset retirement obligations capitalized to property, plant         8,085        10,508
           and equipment and subsequently written off
- --------------------------------------------------------------------------------------------------



See accompanying notes to consolidated financial statements.

                                       56




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

Years ended December 31, 2005 and 2004
================================================================================


1.   Nature of operations:

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

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

2.   Significant accounting policies:

     (a)  Basis of presentation:

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

     (b)  Cash and cash equivalents:

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

     (c)  Short-term investments:

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

     (d)  Revenue recognition and inventory:

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


                                       57





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

Years ended December 31, 2005 and 2004
================================================================================


2.   Significant accounting policies (continued):

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

          Property, plant and equipment, which includes mine plant and equipment
          and mineral properties, is recorded at the lower of cost and estimated
          net recoverable  amount.  Buildings and equipment are depreciated on a
          straight-line  basis over their estimated  useful lives, not to exceed
          the period of  anticipated  recovery of estimated  proven and probable
          ore  reserves.  Mining  equipment  and vehicles are  depreciated  on a
          straight  line basis over  estimated  useful lives of two to 15 years.
          Office  furniture  and computer  equipment are  depreciated  using the
          declining  balance  method  at 20% and  30%,  respectively.  Leasehold
          improvements are amortized  straight-line  over their estimated useful
          life.

          The cost of mineral properties and related exploration and development
          costs are deferred until the  properties  are placed into  production,
          sold or abandoned.  Capitalized costs are amortized over the estimated
          useful life of the properties following the commencement of production
          or  written  off if the  properties  are  sold,  allowed  to  lapse or
          abandoned.

     (f)  Impairment of long-lived assets:

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

     (g)  Provision for site reclamation and closure costs:

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


                                       58




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

Years ended December 31, 2005 and 2004
================================================================================


2.   Significant accounting policies (continued):

     (h) Pension expenses and obligation:

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

     (i)  Stock-based compensation:

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

          Under the fair value method,  stock-based payments are measured at the
          fair  value of the  consideration  received  or the fair  value of the
          equity instruments issued or liabilities  incurred,  whichever is more
          reliably  measurable,  and are charged to operations  over the vesting
          period. The offset is credited to contributed  surplus.  Consideration
          received on the exercise of stock options is recorded as share capital
          and the related contributed surplus is transferred to share capital.

     (j)  Translation of foreign currency:

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

          o    monetary   assets  and  liabilities  at  the  rates  of  exchange
               prevailing at the balance sheet date

          o    other assets and  liabilities at applicable  historical  exchange
               rates

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

          Translation  gains  and  losses  are  included  in  the  statement  of
          operations.


                                       59




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

Years ended December 31, 2005 and 2004
================================================================================


2.   Significant accounting policies (continued):

     (k)  Derivative financial instruments:

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

     (l)  Income taxes:

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

     (m)  Loss per share:

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

          For the years ended December 31, 2005 and 2004, diluted loss per share
          is the same as basic loss per share as the  affect of all  outstanding
          options and warrants would be anti-dilutive.


                                       60




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

Years ended December 31, 2005 and 2004
================================================================================


2.   Significant accounting policies (continued):

     (n)  Use of estimates:

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

     (o)  Variable interest entities:

          Effective January 1, 2005, the Company adopted the Canadian  Institute
          of   Chartered   Accountants   ("CICA")   Accounting   Guideline   15,
          "Consolidation  of  Variable  Interest   Entities"   ("AcG-15")  on  a
          prospective basis.  AcG-15 prescribes the application of consolidation
          principles  for  entities  that  meet  the  definition  of a  variable
          interest  entity  ("VIE").  An enterprise  holding other than a voting
          interest in a VIE could, subject to certain conditions, be required to
          consolidate  the  VIE  if it is  considered  its  primary  beneficiary
          whereby it would  absorb the  majority of the VIE's  expected  losses,
          receive the majority of its expected  residual  returns,  or both. The
          adoption  of this  new  standard  had no  effect  on the  consolidated
          financial statements as management has determined the Company does not
          have variable interests in any VIE's.

     (p)  Power credits and deferred gain:

          On April 4,  2003,  the  Company  completed  the sale of the  Bluefish
          hydroelectric power plant ("Bluefish") to Northwest  Territories Power
          Corporation.  Bluefish is a 7.0 mega volt-ampere  hydroelectric  power
          generating facility,  located 25 miles of Yellowknife,  which supplies
          power  to the  Company's  Con  Mine.  Sale  consideration  included  a
          non-interest  bearing note for $10 million  which was paid on December
          31, 2004, the supply of power to the Con Mine,  free of charge,  equal
          to the historic generation profile of Bluefish until December 31, 2004
          and the supply of power to the Con Mine, free of charge,  at an annual
          rate of 5 million  kilowatts and 18,000 kilo volt-ampere of demand for
          a five year  period  from 2005 to 2009,  (the  "Power  Credits").  The
          Company  recorded a deferred gain of $7.0 million relating to the fair
          value  consideration  of the Power  Credits.  As the Power Credits are
          consumed, the Company recognizes a corresponding gain in the statement
          of operations.  During the year ended December 31, 2005, approximately
          $0.4  million  (2004 - $2.4  million)  of the fair  value of the Power
          Credits  were  consumed  and has been  recorded  in site  closure  and
          reclamation  costs  incurred in 2005.  In 2004,  the fair value of the
          Power  Credits  consumed  were  recorded  in  cost  of  sales  with  a
          corresponding gain in other income.


                                       61




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

Years ended December 31, 2005 and 2004
================================================================================


3.   Investment in Northern Orion Explorations Ltd.:

     At January 1, 2005,  the  Company  had  200,247  shares of  Northern  Orion
     Explorations  Ltd.  ("Northern  Orion") and a net proceeds interest royalty
     ("NPI") in certain  Northern  Orion  mineral  properties  which it acquired
     pursuant to a restructuring agreement with Northern Orion. The NPI entitles
     the Company to receive the economic equivalent of a 2.5% net smelter return
     on certain of Northern  Orion's  mineral  properties  as well as 50% of the
     proceeds from the disposition of certain Northern Orion mineral properties,
     all to a  maximum  of $15  million.  During  2005,  the  Company  sold  all
     remaining shares of Northern Orion and recorded the proceeds as a reduction
     of the carrying  value.  Recovery of the remaining  carrying  value of $8.5
     million  is  dependant  upon the  receipt  of net  proceeds  from  eventual
     production from the properties or their sale by Northern Orion.

4.   Related parties:

     The  Company  holds 7.2% of Maximus  Ventures  Ltd  ("Maximus"),  a company
     related by virtue of common  directors.  The Company supplied services on a
     cost  recovery  basis to Maximus  totalling  $1,188,680  (2004 -  $516,123)
     during the year ended December 31, 2005.

     During the year ended  December  31,  2005,  the  Company's  investment  in
     Sherwood Copper Corporation ("Sherwood") was reduced from 38.3% to 13.3% as
     a result of Sherwood issuing shares to outside interests. During the period
     in 2005 the Company had  significant  influence over Sherwood,  the Company
     supplied  services on a cost recovery basis to Sherwood  totaling  $122,344
     (2004 - $366,769).

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

5.   Inventory:

        -----------------------------------------------------------------
                                                        2005        2004
        -----------------------------------------------------------------
        Gold and silver                             $  1,162    $  1,570
        Materials and supplies                         3,620       5,608
        -----------------------------------------------------------------
                                                    $  4,782    $  7,178
        -----------------------------------------------------------------



                                       62



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

Years ended December 31, 2005 and 2004
================================================================================


6.   Property, plant and equipment:



        -----------------------------------------------------------------------------------------
                                                                              2005          2004
        -----------------------------------------------------------------------------------------
                                                       Accumulated
                                                  depreciation and
                                        Cost         depletion and        Net book      Net book
                                                       write-downs           value         value
        -----------------------------------------------------------------------------------------
                                                                           
        Mine plant and equipment  $ 118,008           $  115,903        $  2,105       $  2,261
        Exploration equipment         2,060                  446           1,614          1,506
        Construction in progress      1,217                    -           1,217          1,216
        Computer equipment            1,366                  861             505            566
        Leasehold and office            534                  406             128            123
        Other                            94                   94               -             94
        -----------------------------------------------------------------------------------------
        Total                     $ 123,279           $  117,710       $   5,569       $  5,766
        -----------------------------------------------------------------------------------------


     During the year ended  December  31, 2005,  the Company  returned the Giant
     Mine  property  back to the  Department  of  Indian  Affairs  and  Northern
     Development.


7.   Mineral properties:

     The following is a summary of exploration and development costs incurred to
     December 31, 2005:


        -----------------------------------------------------------------------------------------
                                                             Back River    Hope Bay        Total
        -----------------------------------------------------------------------------------------
                                                                            
        Balance, December 31, 2004                            $  8,292   $ 151,711    $ 160,003

        Additions:
           Drilling                                                  -       3,997        3,997
           Sample analysis                                           -         532          532
           Personnel and contracts                                   -       3,336        3,336
           Stock-based compensation                                  -         944          944
           Supplies and equipment                                  132         799          931
           Other exploration costs                                   -         627          627
           Title and claim management                                -         317          317
           Transportation and freight                                -       2,908        2,908
           Camp and infrastructure                                   -       1,531        1,531
           Environmental and permitting                              -       3,157        3,157
           Feasibility and studies                                   -         958          958
           --------------------------------------------------------------------------------------
                                                                   132      19,106       19,238

        Disposition of mineral property                         (8,424)          -       (8,424)
        -----------------------------------------------------------------------------------------
        Balance, December 31, 2005                            $      -   $ 170,817    $ 170,817
        -----------------------------------------------------------------------------------------


     On February 18, 2005, the Company  assigned to Dundee  Precious Metals Inc.
     its option to purchase from Kinross Gold  Corporation 60% of the Back River
     project,  including  the Goose  and  George  Lakes  deposits.  The  Company
     received  proceeds of  approximately  $10 million for the  reimbursement of
     past exploration costs and inventory acquisition incurred by the Company on
     the Back River Project plus 5%.


                                       63




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

Years ended December 31, 2005 and 2004
================================================================================


8.   Cash collateral deposits:

     The Company has  established  the following  cash  deposits with  chartered
     banks to serve as  collateral  for  letters of credit  pledged in favour of
     various  governmental  agencies and others under several water licenses and
     mineral exploration and mining agreements. The Company has also established
     two  reclamation  security trusts for the reclamation of the Con Mine (note
     15(c)). The deposits are invested in guaranteed investment certificates and
     bear interest at market rates.  These funds will be returned to the Company
     upon completion of reclamation of the property to which they relate.

      --------------------------------------------------------------------------
                                                               2005        2004
      --------------------------------------------------------------------------
      Con Mine reclamation security trust               $   10,506   $  10,000
      Giant Mine water license                                   -         200
      Con Mine road permit                                      50          50
      Golden Eagle reclamation                                 341         341
      Talapoosa reclamation                                    233         233
      Hope Bay water licenses and land permits               3,850       3,850
      --------------------------------------------------------------------------
                                                        $   14,980   $  14,674
      --------------------------------------------------------------------------

9.   Other assets:

      --------------------------------------------------------------------------
                                                               2005        2004
      --------------------------------------------------------------------------
        Investments                                     $     134    $    134
        Investment in Sherwood                                180           -
        Pension asset (note 13)                             1,260         573
      --------------------------------------------------------------------------
                                                        $   1,574    $    707
      --------------------------------------------------------------------------


10.  Site reclamation and closure:

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


        ------------------------------------------------------------------------------------
                                                                           2005        2004
        ------------------------------------------------------------------------------------
                                                                            
        Balance, beginning of year                                     $ 19,759    $  8,528
        Change in estimate for site closure and reclamation costs         8,085      10,508
        Site closure and reclamation costs incurred                      (8,138)          -
        Accretion expense                                                   777         723
        ------------------------------------------------------------------------------------
        Balance, end of year                                           $ 20,483    $ 19,759
        ------------------------------------------------------------------------------------
        Allocated between:
            Current portion                                            $  5,947    $  7,485
            Non-current portion                                          14,536      12,274
        ------------------------------------------------------------------------------------
                                                                       $ 20,483    $ 19,759
        ------------------------------------------------------------------------------------



                                       64




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

Years ended December 31, 2005 and 2004
================================================================================

10.  Site reclamation and closure (continued):

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

     In the fourth  quarter of 2005,  the Company  recorded an adjustment to the
     liability for asset retirement  obligation by $8.1 million. This adjustment
     is a  result  of  management's  re-assessment  of  cost  estimates  and  is
     comprised of three  components:  (a) the impact of additional  mill roaster
     tailings  which were  excavated in 2005 and will be treated before they are
     placed in the tailings ponds,  which adjustment  represents the majority of
     the adjustment as it extends the arsenic processing phase of reclamation to
     2007  rather  than   completion  in  2006;  (b)  changes  in  site  closure
     activities,  including  the impact of a lengthened  period of  post-closure
     water treatment and  monitoring,  now assumed to be 25 years rather than 12
     years,  and the  addition of rock cover to the  tailings  ponds rather than
     vegetation  alone;  and (c) the  impact of an  estimated  one year delay in
     receiving  approval of the final  remediation  plan,  which  results in the
     Company incurring certain holding costs to maintain  personnel required for
     closure activities and additional monitoring and environmental studies. The
     Company  has $10.5  million  on deposit  in Con Mine  reclamation  security
     trusts that will be applied,  in part, to offset the  reclamation  costs as
     they are incurred.  The Company is required by regulatory  agencies to post
     security for the site closure and  reclamation  activities,  excluding  the
     arsenic  processing  activities,  and, based on the Company's  estimate for
     these costs, the Company does not currently  anticipate that the regulatory
     agencies will require additional funds to be contributed to the reclamation
     security trusts.

     Although the ultimate amount to be incurred is uncertain, the liability for
     site closure and  reclamation for the Con Mine and the Hope Bay exploration
     camps has been  estimated  to be $24.9  million  on an  undiscounted  basis
     ($20.5  million  discounted)  and is to be expended from 2006 to 2033.  For
     purposes of determining the fair value of the  obligation,  a discount rate
     of 9.8%,  an inflation  factor of 2.0% and a market risk premium of 8% have
     been applied.  As required by regulatory  agencies and GAAP, cost estimates
     include  contractor  markups,  provision for administration and engineering
     and a  provision  for  unforeseeable  circumstances.  However,  the Company
     expects to use its employees  wherever possible to complete the reclamation
     activities, which could reduce actual costs below the accrued liability.


                                       65




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

Years ended December 31, 2005 and 2004
================================================================================


11.  Share capital:

     (a)  Authorized:

          500,000,000 common shares without par value

     (b)  Issued:


           --------------------------------------------------------------------------------------
                                                                             Common shares
                                                                   ------------------------------
                                                                           Number
                                                                        of shares       Amount
           --------------------------------------------------------------------------------------
                                                                              
           Balance, December 31, 2003:                               151,634,893     $  371,309

           Issued:
               Common shares for cash, net of issue costs              7,600,000         14,271
               Future income tax effect of flow-through shares                 -         (5,696)
               On exercise of warrants                                   211,437            412
               On exercise of stock options                              328,500            438
           --------------------------------------------------------------------------------------
           Balance, December 31, 2004                                159,774,830        380,734

           Issued:
               Common shares for cash, net of issue costs             26,070,000         57,679
               Future income tax effect of flow-through shares                 -         (5,140)
               On exercise of stock options                              456,600            717
           --------------------------------------------------------------------------------------
           Balance, December 31, 2005                                186,301,430     $  433,990
           --------------------------------------------------------------------------------------


          On October 18,  2004,  the Company  completed a private  placement  of
          7,600,000  flow-through  common  shares at a price of $2.00 per common
          share for gross proceeds of $15.2 million.  In consideration for their
          services,  the underwriters  received  commissions of $0.8 million and
          brokers'  warrants  exercisable  to purchase  375,000 common shares at
          $2.00 per common share until October 18, 2005. The fair value of these
          warrants  at the grant date was $0.1  million  and has been shown on a
          net basis in share capital.  Pursuant to the financing agreement,  the
          Company must incur Canadian exploration expenditures as defined in the
          Income Tax Act (Canada) in the amount of $15.2 million by December 31,
          2005, which amount has been incurred.

          On September 30, 2005,  the Company  completed a private  placement of
          7,320,000  flow-through  common  shares at a price of $2.05 per common
          share  for  gross   proceeds  of   approximately   $15   million.   In
          consideration   for  their   services,   the   underwriters   received
          commissions  of $0.8  million and  brokers'  warrants  exercisable  to
          purchase  366,000  common  shares  at $2.05  per  common  share  until
          September 30, 2006. The fair value of these warrants at the grant date
          was $0.1  million and has been shown on a net basis in share  capital.
          Pursuant to the financing  agreement,  the Company must incur Canadian
          exploration  expenditures as defined in the Income Tax Act (Canada) in
          the amount of $15.0 million by December 31, 2006.

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


                                       66




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

Years ended December 31, 2005 and 2004
================================================================================


11.  Share capital (continued):

     (b)  Issued (continued):

          On November 22,  2005,  the Company  completed a private  placement to
          Newmont  Mining  Corporation  of Canada Limited of 18.5 million common
          shares  at  a  price  of  $2.35  per  unit  for  gross   proceeds   of
          approximately  $43.5  million.  Each unit consists of one common share
          and one warrant to purchase an  additional  common  share at $2.75 per
          common share until November 22, 2009.

     (c)  Stock options:

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


             -----------------------------------------------------------------------------------------
                                                         2005                        2004
                                             -----------------------------  --------------------------
                                                                 Average                       Average
                                                     Share      exercise         Share        exercise
                                                   options         price       options          price
             -----------------------------------------------------------------------------------------
                                                                                   
             Outstanding, beginning of year     6,263,578         $ 2.18     4,107,339         $ 1.54
             Granted                            3,054,706           1.32     3,273,060           2.96
             Exercised                           (456,600)          1.33      (328,500)          1.07
             Forfeited or expired              (1,412,000)          2.24      (788,321)          2.55
             -----------------------------------------------------------------------------------------
             Outstanding, end of year           7,449,684         $ 1.87     6,263,578         $ 2.18
             -----------------------------------------------------------------------------------------
             Exercisable                        6,921,684         $ 1.83     5,483,578         $ 2.02
             -----------------------------------------------------------------------------------------


          The  stock-based  compensation  costs  reflected  in the  consolidated
          financial  statements  were estimated using the  Black-Scholes  option
          pricing  model with the  following  weighted  average  assumptions:  a
          risk-free interest rate of 3.61% (2004 - 3.4%), a dividend yield of 0%
          (2004 - 0%), an expected  volatility  of 60% (2004 - 55%) and expected
          lives of stock options of 4.85 years (2003 - 4.3 years).  The weighted
          average  fair  value of  options  granted  in 2005 was  $1.38  (2004 -
          $1.55).

          As at December  31,  2005,  6,921,684  options  were fully  vested and
          expire as follows:

             ----------------------------------------------------------
             Year                               Number   Exercise price
             ----------------------------------------------------------
             2006                           1,087,421          $  1.19
             2007                             430,000             1.22
             2008                           1,063,997             1.96
             2009                           2,007,560             2.86
             2010                           2,332,706             1.29
             ----------------------------------------------------------


67




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

Years ended December 31, 2005 and 2004
================================================================================


11.  Share capital (continued):

     (d)  Warrants and brokers compensation options:

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

          -----------------------------------------------------------------------------------------------------
                                                            2005                               2004
                                                -----------------------------       ---------------------------
                                                                     Average                            Average
                                                 Warrants and       exercise            Warrants       exercise
                                                      options          price         and options          price
          -----------------------------------------------------------------------------------------------------
                                                                                          
          Outstanding, beginning of year           1,316,267          $ 2.26          1,361,204         $  2.26
          Granted                                 18,866,000            2.74            375,000            2.00
          Exercised                                        -                           (211,437)           1.95
          Forfeited or expired                    (1,316,267)           2.26           (208,500)           2.10
          -----------------------------------------------------------------------------------------------------
          Outstanding, end of year                18,866,000          $ 2.74          1,316,267         $  2.26
          -----------------------------------------------------------------------------------------------------


12.  Income and resource taxes:

     At December  31,  2005,  the Company has unused tax loss carry  forwards in
     Canada of $46.2 million (2004 - $42.5 million)  expiring  between the years
     2006 and 2015 which are  available  to reduce  taxable  income and  capital
     losses  of  $68.2  million  (2004  - $55.6  million)  which  are  available
     indefinitely,  but can only be utilized  against capital gains. The Company
     has investment tax credits totaling approximately $1.8 million (2004 - $1.5
     million) The tax effect of the significant  components within the Company's
     future tax asset (liability) at December 31 was as follows:


     ---------------------------------------------------------------------------------------
                                                                        2005          2004
     ---------------------------------------------------------------------------------------
                                                                           
     Loss carry forwards                                            $ 14,509     $  15,284
     Capital losses                                                   12,752         9,896
     Property, plant and equipment                                    19,561        16,081
     Canadian resource deductions                                      3,745         4,458
     Reclamation liabilities                                           7,368         6,664
     Other                                                             1,517         4,535
     ---------------------------------------------------------------------------------------
                                                                      59,452        56,918

     Valuation allowance                                             (54,508)      (54,875)
     ---------------------------------------------------------------------------------------
     Net future tax asset                                              4,944         2,043

     Future income tax liability of Hope Bay Gold                     (8,382)       (8,382)
     Future income tax liability on flow-through shares              (19,363)      (12,781)
     ---------------------------------------------------------------------------------------
     Net future income tax liability                               $ (22,801)   $  (19,120)
     ---------------------------------------------------------------------------------------



                                       68




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

Years ended December 31, 2005 and 2004
================================================================================


12.  Income and resource taxes (continued):

     The income tax expense  differs  from the amounts  computed by applying the
     combined federal and provincial  income tax rate of 34.1% (2004 - 34.1%) to
     pre-tax losses as a result of the following:


    ----------------------------------------------------------------------------------------
                                                                         2005         2004
    ----------------------------------------------------------------------------------------
                                                                          
    Earnings (losses) before equity loss and income taxes           $ (12,190)   $ (35,726)
    ----------------------------------------------------------------------------------------
    Computed "expected" tax expense (recovery)                      $  (4,157)   $ (12,183)
    Adjustment to income taxes resulting from change in valuation
    allowance                                                            (367)       7,514
    Adjustment to future tax assets and liabilities for enacted
    changes in tax rates                                                1,200            -
    Permanent differences                                               1,158          767
    Share issue costs                                                    (453)        (331)
    Capital taxes                                                          34          298
    Other                                                               1,159          374
    ----------------------------------------------------------------------------------------
    Income taxes (recovery)                                         $  (1,426)   $  (3,561)
    ----------------------------------------------------------------------------------------



13.  Pension plan and other post-retirement benefits:

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

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


        ------------------------------------------------------------------------------------------------
                                                Pension benefit plans           Other benefit plans
                                              ----------------------------  ----------------------------
                                                     2005           2004           2005           2004
        ------------------------------------------------------------------------------------------------
                                                                                   
        Accrued benefit obligation               $ 18,880       $ 17,182         $  176         $  158
        Fair value of plan assets                  15,790         16,282              -              -
        ------------------------------------------------------------------------------------------------
        Funded status - plan deficit               (3,090)          (900)          (176)          (158)
        Unamortized actuarial loss (gain)           4,350          1,681             20           (138)
        Unamortized experience loss                     -             88              -              -
        ------------------------------------------------------------------------------------------------
        Accrued benefit asset (liability)        $  1,260       $    869         $ (156)        $ (296)
        ------------------------------------------------------------------------------------------------



                                       69




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

Years ended December 31, 2005 and 2004
================================================================================


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

     Reconciliation of accrued benefit obligation:


        ----------------------------------------------------------------------------------------------
                                                 Pension benefit plans        Other benefit plans
                                               -------------------------------------------------------
                                                       2005           2004        2005           2004
        ----------------------------------------------------------------------------------------------
                                                                                 
        Balance, beginning of year                $ 17,182       $ 16,621       $ 158         $  142
        Current service cost                           230            275           -              -
        Interest cost                                  998          1,024           7              7
        Benefits paid                               (3,023)        (1,243)        (78)           (73)
        Actuarial losses                             3,425            981          89             82
        Loss (gain) due to curtailment                  68           (476)          -              -
        ----------------------------------------------------------------------------------------------
        Accrued benefit obligation,
          end of year                             $ 18,880       $ 17,182       $ 176         $  158
        ----------------------------------------------------------------------------------------------


     Reconciliation of plan assets:


        ----------------------------------------------------------------------------------------------
                                                 Pension benefit plans        Other benefit plans
                                               -------------------------------------------------------
                                                       2005           2004        2005           2004
        ----------------------------------------------------------------------------------------------
                                                                                 
        Fair value, beginning of year             $ 16,282       $ 14,927       $    -        $    -
        Expected return on plan assets               1,063          1,109            -             -
        Employer contributions                         847            952            -             -
        Benefits paid                               (3,023)        (1,243)           -             -
        Actuarial gains                                621            537            -             -
        ----------------------------------------------------------------------------------------------
        Fair value of plan assets, end of year    $ 15,790       $ 16,282       $    -        $    -
        ----------------------------------------------------------------------------------------------



     Pension  expense  during the year for the pension plans is $458,000 (2004 -
     $469,000).  Other  benefit  plans  recovery for the year is $61,800 (2004 -
     $101,300). Pension expense for the year was comprised of the following:


        --------------------------------------------------------------------------------
                                                                    2005           2004
        --------------------------------------------------------------------------------
                                                                         
        Current service cost                                  $     230        $   275
        Interest cost                                               998          1,024
        Expected return on plan assets                           (1,063)        (1,109)
        Amortization of experience gains                            136            165
        Amortization of past service costs                           89             89
        Loss due to curtailment                                      68             26
        --------------------------------------------------------------------------------
                                                              $     458        $   470
        --------------------------------------------------------------------------------


     The  measurement  date for the plan assets and the benefit  obligation  was
     December  31,  2005.  Payments  are  being  made to fund the  excess of the
     accrued benefit obligation over the fair value of plan assets in accordance
     with  applicable  legislation.  For purposes of measuring  other  benefits,
     benefits are assumed to be terminated in two years due to mine closure.  In
     two of the plans,  the effective date of the last  actuarial  valuation was
     January 1, 2005 and the next valuation will be January 1, 2006. In one plan
     the effective date of the last  actuarial  valuation was June 30, 2005, and
     this plan was terminated on June 30, 2005.


                                       70




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

Years ended December 31, 2005 and 2004
================================================================================


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

     The  significant  actuarial  assumptions  used  in  2005  and  2004  in the
     measurement of the Company's benefit  obligation are shown in the following
     table:


        ----------------------------------------------------------------------------------------
                                                                   Pension
                                                                  benefits       Other benefits
        ----------------------------------------------------------------------------------------
                                                                                
        Discount rate used for accrued benefit obligation            6.00%                6.00%
        Discount rate used for benefit costs                         5.00%                5.00%
        Expected long-term rate of return on plan assets             7.00%                  N/A
        Weighted average rate of compensation increase                 N/A                  N/A
        ----------------------------------------------------------------------------------------


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

        --------------------------------------------------------------------
                                                          2005         2004
        --------------------------------------------------------------------
        Cash and short-term                         $     139    $     129
        Bonds                                           5,879        5,980
        Canadian Equity Pension Trust                   2,478        2,967
        Dividend Income Fund                            7,082        6,942
        Overseas equities                                 212          262
        --------------------------------------------------------------------
                                                    $  15,790    $  16,280
        --------------------------------------------------------------------

14.  Financial instruments:

     Fair  value  estimates  are made at the  balance  sheet  date,  based  upon
     relevant market information and information about the financial instrument.
     These   estimates   are,  in  part,   subjective   in  nature  and  involve
     uncertainties  in significant  matters of judgment.  Changes in assumptions
     and market  conditions  could  significantly  affect these  estimates.  The
     carrying  values of all  financial  instruments  approximate  fair  values,
     except for  investments  presented in other assets.  In addition,  the fair
     value of the  investment in Northern Orion is not  determinable  due to the
     inherent  difficulty  in the  determination  of the  fair  value of such an
     instrument.

     The fair  value of other  assets  and the fair  value  based on the  quoted
     market value of the  investment in Sherwood,  Maximus and other at December
     31 are as follows:


        -----------------------------------------------------------------------------------------------
                                                   2005                               2004
                                        ----------------------------       ----------------------------
                                            Carrying      Fair                 Carrying     Fair value
                                               value          value               value
        -----------------------------------------------------------------------------------------------
                                                                                
        Investment in Sherwood              $   180        $ 3,634              $    -       $  2,300
        Other investments                       134            974                 134          1,730
        -----------------------------------------------------------------------------------------------


                                       71





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

Years ended December 31, 2005 and 2004
================================================================================


15.  Commitments and contingencies:

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

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

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

     (d)  In 1995, the Company entered into a joint exploration transaction with
          an  investor  that  resulted  in the sale of an interest in the assets
          comprising the Con Mine. The transaction was based upon an independent
          valuation  prepared for the Company.  In 2000,  Canada  Revenue Agency
          ("CRA") issued a re-assessment  notice  challenging the valuation that
          formed the basis for this  transaction.  This  re-assessment  does not
          give rise to any taxes payable by the Company. However, as part of the
          transaction in 1995, the Company agreed to compensate the investor for
          any shortfall in the value of the assets  transferred  to a maximum of
          $2.7 million plus accrued  interest,  which  amounts to  approximately
          $2.3 million at December 31, 2005, such amounts to be payable should a
          ruling  denying the  transfer of certain tax pools be made against the
          Company.  In 2004,  the  Company  received  notification  that CRA had
          recently  reviewed the  re-assessment  and  re-confirmed  the original
          re-assessment. The Company filed a notice of appeal in March 2005. The
          Company  subsequently  received  notification  from  the Tax  Court of
          Canada that this case  should  proceed  and the  discovery  process is
          scheduled  to  commence  in April 2006.  While  management  intends to
          strenuously  defend the  independent  valuation,  the  outcome of this
          issue is not yet  determinable.  No provision for these costs has been
          recorded at December 31, 2005.


                                       72




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

Years ended December 31, 2005 and 2004
================================================================================


15.  Commitments and contingencies (continued):

     (e)  The Company has a long-term  lease for office space for its  corporate
          and  exploration  office.  The Company has minimum  commitments  under
          operating leases for its premises totalling approximately $305,000 per
          annum until 2012.  The  Company has a number of  operating  leases for
          mobile and other equipment used at its exploration  properties,  which
          in  aggregate  result in  commitments  of $293,000 per annum and lease
          terms ranging from one to two years.









                                       73






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





















                                       74




[GRAPHIC OMITTED]

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



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





AUDITORS' REPORT ON RECONCILIATION TO UNITED STATES GAAP

To the Board of Directors of
Miramar Mining Corporation


On March 1, 2006,  we reported  on the  consolidated  balance  sheets of Miramar
Mining  Corporation  (the  "Company") as at December 31, 2005 and 2004,  and the
consolidated  statements of operations  and deficit and cash flows for the years
then ended,  which are included in the annual report on Form 40-F. In connection
with our audits of the aforementioned consolidated financial statements, we also
have audited the related supplemental  information entitled "Reconciliation with
United States  Generally  Accepted  Accounting  Principles".  This  supplemental
information   is  the   responsibility   of  the   Company's   management.   Our
responsibility is to express an opinion on this  supplemental  information based
on our audits.

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



(signed) KPMG LLP

Chartered Accountants



Vancouver, Canada

March 1, 2006


                                       75




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

Years ended December 31, 2005 and 2004

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

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

(a)  Mining and mineral property assets:

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

     As a result of expensing  exploration  costs, the related future income tax
     liability  recorded  under  Canadian  GAAP is reversed by  crediting  share
     capital.  As such, total  liabilities would be decreased by $19,363 (2004 -
     $12,781)  and  shareholders'  equity  would  increase  by  $19,363  (2004 -
     $12,781).

(b)  Derivative financial instruments:

     For periods  prior to 2004,  the Company  accounted for written call hedges
     sold as hedges of future  sales.  During the year ended  December 31, 2004,
     the Company  settled all written call options held.  Pursuant to U.S. GAAP,
     $854 of the loss  recorded on the  settlement  of the written calls for the
     year ended December 31, 2004 would have been recognized in prior periods.


                                       76





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

Years ended December 31, 2005 and 2004

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

(c)  Flow-through equity financing:

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

     For U.S.  GAAP,  the amount  received  by the  Company on the  issuance  of
     flow-through  shares  in  excess  of the fair  value of  common  shares  is
     required to be credited to liabilities  and included in operations over the
     period in which the Company incurs the qualified expenditures. During 2005,
     total flow-through share premiums received were $1,776 (2004 - $3,496),  of
     which $50 relates to qualified expenditures made in 2005 (2004 - $204) and,
     therefore,  would have been  credited  to  earnings  under  U.S.  GAAP as a
     deferred tax benefit,  and $1,726 would remain in  liabilities  at December
     31, 2005 (2004 - $3,292) under U.S.  GAAP. In addition,  the $3,292 premium
     liability at December 31, 2004 would be credited to earnings in 2005 as the
     qualified expenditures were made in 2005.

     Also,  notwithstanding  there is no specific  contractual  restrictions  or
     requirements to segregate the funds received for the  flow-through  shares,
     funds that are  unexpended  at the  consolidated  balance  sheet  dates are
     considered to be restricted funds and are not considered to be cash or cash
     equivalents  under the SEC staff  interpretation of U.S. GAAP. Such amounts
     would be required to be  disclosed  separately  in a  consolidated  balance
     sheet  prepared in  accordance  with U.S.  GAAP.  As at December  31, 2005,
     unexpended flow-through funds were $15,079 (2004 - $14,313).

(d)  Investments:

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

     For Canadian GAAP purposes,  proceeds received related to mineral interests
     that are in the  exploration  or  development  stages are  credited  to the
     capitalized  costs  incurred.  For  U.S.  GAAP  purposes,   such  proceeds,
     attributable to the sale of available for sale  securities,  are recognized
     in the  determination  of  income.  In prior  years,  the  securities  were
     recorded  at  market  value  in the  consolidated  balance  sheet  and  the
     unrealized  gain on such  securities  was  included  in  accumulated  other
     comprehensive income in shareholders'  equity. As a result, the sale of the
     securities  results in a release of the  accumulated  unrealized  gain from
     accumulated other comprehensive  income. During the year ended December 31,
     2005,  the  Company  sold a mineral  property  that was in the  exploration
     stage. As a result,  amounts previously  written-off for U.S. GAAP purposes
     would be recorded as income in the consolidated statement of operations for
     the year ended December 31, 2005.


                                       77





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

Years ended December 31, 2005 and 2004

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

(e)  Development stage company:

     Pursuant to U.S. GAAP, the Company would be considered a development  stage
     company as the Company is devoting  efforts to  establishing  or developing
     commercially viable mineral properties.  However, the identification of the
     Company as such for  accounting  purposes  does not impact the  measurement
     principles applied in these consolidated financial statements.

(f)  Impact of recent United States accounting pronouncements:

     (i)  In  2004,  FASB  issued  revised  Statement  of  Financial  Accounting
          Standards  123R ("FAS 123R")  "Share-Based  Payment".  This  statement
          clarifies and expands  existing  guidance in several areas,  including
          measuring  fair  value,  classifying  an  award  as  equity  or  as  a
          liability,  and attributing  compensation  cost to reporting  periods.
          This  amended  statement  is  effective  for the Company on January 1,
          2006.  The Company is currently  evaluating  the  implications  of the
          adoption of FAS 123R to this reconciliation with U.S. GAAP.

     (ii) In March 2004,  the Emerging  Issues Task Force  ("EITF")  issued EITF
          04-3, "Mining Assets: Impairment and Business Combinations". EITF 04-3
          requires  mining  companies  to  consider  cash  flows  related to the
          economic  value of mining assets  (including  mineral  properties  and
          rights) beyond those assets' proven and probable reserves,  as well as
          anticipated  market  price  fluctuations,  when  assigning  value in a
          business  combination in accordance with SFAS 141 and when testing the
          mining assets for impairment in accordance with SFAS 144. EITF 04-3 is
          effective  for fiscal  periods  beginning  after March 31,  2004.  The
          adoption of EITF 04-3 did not have  material  impact on the  Company's
          financial position, results of operations or cash flows.

    (iii) On  June 1, 2005,  the FASB issued SFAS No. 154,  "Accounting  Changes
          and  Error  Corrections",   a  replacement  of  APB  Opinion  No.  20,
          "Accounting Changes",  and FASB Statement No. 3, "Reporting Accounting
          Changes  in  Interim   Financial   Statements".   SFAS  154   requires
          retrospective  application to prior periods' financial statements of a
          change in accounting  principle  unless it is  impracticable to do so.
          This is a  change  from  the  existing  practice  that  requires  most
          accounting  changes to be accounted  for by including in net income in
          the period of the change the cumulative  effect of changing to the new
          accounting  principle.  SFAS  154  will be  effective  for  accounting
          changes and corrections of errors made in fiscal years beginning after
          December 15, 2005.  The impact of SFAS 154 cannot be determined  until
          such time as the Company makes a change in accounting policy.

     (iv) At December 31, 2004, for U.S. GAAP purposes,  the Company adopted FIN
          46R,  "Consolidation of Variable Interest  Entities".  Pursuant to FIN
          46R, under U.S. GAAP the Company is required to  consolidate  variable
          interest   entities   (VIEs),   where  it  is  the  entity's   Primary
          Beneficiary.  VIEs are entities in which equity  investors do not have
          the characteristics of a controlling financial interest or do not have
          sufficient  equity at risk for the  entity to finance  its  activities
          without additional  subordinated financial support from other parties.
          The Primary  Beneficiary  is the party that has exposure to a majority
          of the expected losses and/or expected residual returns of the VIE. To
          December 31,  2005,  there has been no impact from the adoption of FIN
          46R. As  disclosed  in note 2(o),  a similar  standard  was adopted in
          Canada in 2005.


                                       78





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

Years ended December 31, 2005 and 2004

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

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

==============================================================================
Balance Sheets                                            2005         2004
- ------------------------------------------------------------------------------

Assets, under Canadian GAAP                         $  277,997   $  232,277
Mineral property exploration and development (a)       (81,207)     (70,393)
Adjustment for unrealized holding gain (d)               4,295        1,120
- ------------------------------------------------------------------------------

Assets, under U.S. GAAP                             $  201,085   $  163,004
==============================================================================
Liabilities, under Canadian GAAP                    $   49,589   $   47,955
Future income tax liability (a)                        (19,363)     (12,781)
Premium on unexpended flow-through funds (c)             1,726        3,292
- ------------------------------------------------------------------------------

Liabilities, under U.S. GAAP                        $   31,952   $   38,466
==============================================================================

Shareholders' equity, under Canadian GAAP           $  228,408   $  184,322
Mineral property exploration and development (a)       (89,499)     (70,393)
Future income tax liability (a)                         19,363       12,781
Premium on unexpended flow-through funds (c)            (1,726)      (3,292)
Adjustment for unrealized holding gain (d)               4,295        1,120
Gain on sale of mineral property (d)                     8,292            -
- ------------------------------------------------------------------------------

Shareholders' equity, under U.S. GAAP               $  169,133   $  124,538
==============================================================================


================================================================================
                                                  Years ended December 31,
                                            ------------------------------------
Statements of Operations                              2005             2004
- --------------------------------------------------------------------------------

Loss for the year, Canadian GAAP                   $    (10,991)  $     (32,459)
Mineral property exploration costs (a)                  (19,106)        (29,257)
Premium on flow-through shares (c)                        3,342           3,239
Change in fair value of written call options (b)              -             854
Adjustment for realized holding gain (d)                    677             900
Gain on sale of mineral property (d)                      8,292               -
- --------------------------------------------------------------------------------

Loss for the year, U.S. GAAP                            (17,786)        (56,723)

Other comprehensive income:
     Adjustment for unrealized holding gain
         (loss)(d)                                        3,175          (1,664)
- --------------------------------------------------------------------------------

Comprehensive loss                                 $    (14,611)  $     (58,387)
- --------------------------------------------------------------------------------

Loss per share, basic and diluted under U.S. GAAP  $      (0.09)  $       (0.37)
================================================================================


                                       79





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

Years ended December 31, 2005 and 2004

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



================================================================================
                                                                       Years ended December 31,
                                                             ----------------------------------
Statements of Cash Flows                                                 2005           2004
- -----------------------------------------------------------------------------------------------

                                                                             
Cash used in operating activities, under Canadian GAAP             $     (11,531)  $    (22,944)
Mineral property exploration and development expenditures (a)            (19,106)       (28,170)
- -----------------------------------------------------------------------------------------------

Cash used in operating activities, under U.S. GAAP                 $     (30,637)  $    (51,114)
===============================================================================================

Cash used in investing activities, under Canadian GAAP             $     (28,250)  $    (41,795)
Mineral property exploration and development expenditures (a)             19,106         28,170
- -----------------------------------------------------------------------------------------------

Cash used in investing activities, under U.S. GAAP                 $      (9,144)  $    (13,625)
===============================================================================================

Cash used in financing activities, under Canadian GAAP             $      58,289   $     25,033
Change in restricted cash from issue of flow-through shares (c)            (766)            456
- -----------------------------------------------------------------------------------------------

Cash provided by financing activities, under U.S. GAAP             $      57,523   $     25,489
===============================================================================================

Cash and cash equivalents end of year, under Canadian GAAP         $      48,723   $     30,215
Restricted cash from issue of flow-through shares (c)                    (15,079)       (14,313)
- -----------------------------------------------------------------------------------------------

Cash and cash equivalents end of year, under U.S. GAAP             $      33,644   $     15,902
===============================================================================================




                                       80





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



















                                       81





MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

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

OVERVIEW
The Company's  mining and  exploration  assets are primarily  gold assets in the
Canadian  Arctic.   The  Company  has  developed   considerable   experience  in
operations,  exploration  and logistics in the Canadian Arctic where the Company
has  focused  its  activities  for more than ten  years.  In 2004,  the  Company
determined that gold production was no longer economically viable at its Con and
Giant mines in  Yellowknife,  Northwest  Territories  and  terminated all mining
activities. Since then, the Company's business is focused on the exploration and
development  of the Hope Bay  gold  mineral  project  in  Nunavut.  The Hope Bay
project is 100% owned by the Company,  extends over 1,000 square  kilometers and
we believe encompasses one the most prospective  undeveloped greenstone belts in
Canada.  The belt contains a number of significant  gold deposits  including the
Doris North  Project which is  anticipated  to become the first new gold mine in
Nunavut.

The Company's goal is to become an intermediate gold producer through the phased
development of the Hope Bay gold project as follows:

     Phase 1: Short-term: Development of a small scale, high return gold mine at
          Doris North to commence production as expeditiously as possible,  with
          the  objective of  generating  significant  cash flow,  after  capital
          payback,  to advance the  subsequent  phases while  minimizing  equity
          dilution. Doris North is anticipated to produce 155,000 ounces of gold
          per year for two years.
     Phase 2:  Medium-term: To extend and expand production levels by developing
          the higher grade,  readily  accessible  upper  portions of the Boston,
          Doris Central and Madrid deposits,  with a target  production level of


                                       82





MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS


          approximately 250,000 to 300,000 ounces of gold per annum,  generating
          sufficient cash flow to advance to phase three.

     Phase 3: Longer-term:  To  further  expand  gold  level by  maximizing  the
          potential of the very large Madrid  deposit,  and the remainder of the
          Boston  and  Doris  deposits,  to a  sustained  level in the  range of
          350,000 to 400,000 ounces of gold per annum.

     Phases  2 and 3 are  based on  conceptual  plans  which  depend  on  future
     positive mine  engineering  and geological,  economic and mine  engineering
     studies as well as permitting and regulatory approval.

Internal studies have indicated that there may be opportunities for larger scale
production  at the Hope Bay Project and work in 2006 will include  examining the
viability of larger scale operations.

In parallel with these development oriented  activities,  the Company intends to
continue its  exploration  efforts at Hope Bay with the objective of discovering
new  deposits  which could  contribute  to a sustained  intermediate  production
profile,  while also  conducting  grassroots  exploration  in  cooperation  with
strategic partners to identify longer term opportunities.

To achieve these objectives,  the Company needs to successfully complete,  among
other  things,  the current  permitting  process  for the Doris  North  project,
complete  a  positive  feasibility  study  in 2006  for the  Phase 2  expansion,
complete financing for mine construction,  successfully construct and place into
production the Doris North deposit,  complete  development and permitting of the
Boston, Doris and Madrid deposits and identify additional resources.

2005 Highlights

     o    Exploration  programs  in 2005 were  successful  in the  objective  to
          upgrade the  confidence  level in resources  to support a  feasibility
          study in 2006 on Phase 2 of the development strategy for Hope Bay.

     o    Exploration at Naartok resulted in resource  expansion at depth and to
          the north;  holes drilled in this area include  05PMD328 which assayed
          11.5 g/t over 66.5 meters.

     o    Exploration drilling totaling 33,176 meters was completed during 2005,
          including  26,310  meters in the Madrid  area,  5,325  meters at Doris
          Central and 1,541 meters in regional belt targets.


                                       83





MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

     o    A Draft Environmental Impact Study ("DEIS") was submitted on the Doris
          North  project  in  June  2005  to the  Nunavut  Impact  Review  Board
          ("NIRB").  The Final Environmental Impact Study ("FEIS") was submitted
          on October 31, 2005.  NIRB held public  hearings to review the project
          from January 30 to February 3, 2006. On March 6, 2006, NIRB issued its
          final  hearing  report  recommending  to the  Minister  of Indian  and
          Northern Affairs Canada that the Doris North Project should proceed.

     o    On November 22,  2005,  the Company  completed a private  placement to
          Newmont  Mining  Corporation  of Canada Limited of 18.5 million common
          shares  at a price of  $2.35  per unit  for  gross  proceeds  of $43.5
          million.  Each unit  consists  of one common  share and one warrant to
          purchase an additional common share for $2.75 until November 22, 2009.

     o    In September the Company completed a flow-through  equity financing of
          7,320,000  common shares issued at $2.05 per share for gross  proceeds
          of $15 million.

     o    In  February,  the sale of the Back  River  option to Dundee  Precious
          Metals Inc. was completed generating approximately $10 million of cash
          proceeds.

     o    Consolidated  net loss of $11 million or $0.07 per share;  included in
          the loss is an adjustment to increase the asset retirement  obligation
          for the Con Mine by $8.1 million.  Excluding this  adjustment the loss
          would be $2.9 million or $0.02 per share.

EARNINGS AND CASH FLOW
For the year ended  December 31, 2005, the Company had a net loss of $11 million
or $0.07 per share compared to a net loss of $32.5 million or $0.21 per share in
the same period in 2004.  The loss  reported in 2005  includes an  adjustment of
$8.1 million to increase the asset  retirement  obligation  for the Con Mine. In
2004, the Company had gold mining  operations which were operating at a loss and
accounted for $30 million of the reported loss during the year  including  write
downs on assets and asset retirement obligation and closure costs totaling $16.6
million.  In December 2004, the Company  terminated  gold  operations at the Con
Mine and activities were transitioned into reclamation of the property.


                                      84






MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

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

                               2005                2004                 2003
                    ------------------------------------------------------------
Total Revenue       $        2,566        $     12,265        $         46,877
Loss                $      (10,991)       $    (32,459)       $        (18,465)
Per Share           $        (0.07)       $      (0.21)       $          (0.14)
Total Assets        $      277,997        $    232,277        $        244,482

                         2005             2005            2005            2005
                          Q4               Q3              Q2              Q1
                    ------------------------------------------------------------
Total Revenue       $       375    $       578     $      614    $        999
Loss                $    (8,348)   $    (1,025)    $     (481)   $     (1,137)
Per Share           $     (0.05)   $     (0.01)    $    (0.00)   $      (0.01)


                         2004              2004           2004           2004
                          Q4                Q3             Q2             Q1
                    ------------------------------------------------------------
Total Revenue       $     1,670    $     2,570     $    4,057    $      3,968
Loss                $   (12,278)   $    (6,259)    $   (6,868)   $     (7,054)
Per Share           $     (0.07)   $     (0.04)    $    (0.05)   $      (0.05)

Note: Loss and loss per share figures for 2004 have been restated to reflect the
changes in accounting  for site  reclamation  and closure costs and  stock-based
compensation.

OPERATIONS OVERVIEW
Revenue
Interest income for the twelve months in 2005 was $1.2 million  compared to $1.6
million  in the same  period of 2004;  interest  was  higher in 2004  because it
included  imputed  interest  on a note  received  for the  sale of the  Bluefish
hydroelectric  facility  ("Bluefish").  Other income was $1.0 million for fiscal
2005 and includes  management  fees received  from the  Department of Indian and
Northern Affairs  ("DIAND") for services  provided for the Giant Mine, a fee for
services  provided to Sherwood Copper  Corporation and a gain on the sale of the
option on the Back River mineral  property.  For the same period in 2004,  other
income  was $3.1  million  which  included  a gain on the  utilization  of power
credits  which were  received  as part of the sale of  Bluefish.  Power  credits
utilized in 2005 are credited to the cost of  reclamation  of the Con Mine which
reduces the accrued  asset  retirement  liability for the mine rather than being
reported as other income. There are no significant amounts of gold sales revenue
reported in 2005 due to termination  of mining  activity at Con Mine in December


                                       85





MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

2004;  however,  in the third  quarter of 2005,  the  Company had revenue on 760
ounces of residual gold recovered and sold from the process plant in the period.

Operating Costs
As noted above,  mining operations  ceased in December 2004,  however during the
third  quarter the Company sold 760 ounces of residual gold for which costs were
0.4  million.  During  2005,  general  and  administrative  expenses,  salaries,
professional  services,  investor relations and other costs totaled $3.7 million
compared to $4.2 million in 2004.  Stock-based  compensation  of $1.0 million in
fiscal 2005  compared to $2.3 million in 2004 was lower  primarily  due to lower
fair value per option in 2005 compared to 2004 due to lower average market price
per share. In 2005,  options to purchase 1,407,143 common shares were granted or
vested at an average  fair value $0.70 per share  option,  compared to 1,453,480
options  in  2004  at  an  average  fair  value  of  $1.55  per  share   option.
Depreciation,  depletion and accretion expense in 2005 was $1.1 million compared
to $2.0  million  in the same  period of 2004.  The  decrease  results  from the
closure  of  Yellowknife   operations  and  elimination  of  related   equipment
depreciation.  Write-down of the asset retirement  obligation of $8.1 million in
2005 was recorded to increase the liability for the  reclamation of the Con Mine
and is  discussed  in greater  detail in the  section  below  (Asset  Retirement
Obligation).

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The  preparation of the Company's  consolidated  financial  statements  requires
management to make estimates and  assumptions.  These  estimates and assumptions
affect the  reported  amounts  of assets  and  liabilities,  the  disclosure  of
contingent  assets and  liabilities as well as the reported  expenses during the
reporting period. Such estimates and assumptions affect the determination of the
potential  impairment of long-lived  assets,  estimated  costs  associated  with
reclamation  and closure of mining  properties,  and  assumptions in determining
stock-based  compensation and future income taxes.  Management  re-evaluates its
estimates and  assumptions  on an ongoing basis;  however,  due to the nature of
estimates,  actual amounts could differ. The most critical  accounting  policies
upon which the Company  depends are those  requiring  estimates of gold reserves
and resources and future  recoverable gold ounces and assumptions of future gold
prices.

Accounting for Exploration and Development Cost
Exploration  expenditures  related to mineral properties are deferred only if it
is probable  that these costs will be  recovered  from  future  operations.  The
carrying values of the mineral properties are assessed at the balance sheet date


                                       86





MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

to determine  whether any persuasive  evidence exists that the properties may be
permanently  impaired.  The  Company's  progress in its  development  activities
towards its planned  operations  is a key factor to be considered as part of the
ongoing  assessment  of the  recoverability  of the  carrying  amount of capital
assets and deferred  exploration and  development  costs. If there is persuasive
evidence  of  impairment,  the  asset  is  written  down  to its  estimated  net
recoverable   value.   Deferred   acquisition,   exploration   and   development
expenditures totaled $170.9 million for Hope Bay at December 31, 2005.

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

During  2005,  the Company  commenced  reclamation  activities  at the Con Mine.
Activities  were focused on the  reclamation of historic mill roaster  tailings.
Arsenic  contained  within this  material is rendered  inert by a process  which
utilizes  the  pressure  oxidation  circuit  at the Con Mine.  Reclamation  of a
significant  portion of these  materials  was completed as planned in the period
and costs for the  reclamation  activities  were  recorded as a reduction of the
liability.

In the  fourth  quarter of 2005,  the  Company  recorded  an  adjustment  to the
liability for asset retirement  obligation of $8.1 million. This adjustment is a
result of management's re-assessment of cost estimates and is comprised of three
components;  (a) the  impact of  additional  mill  roaster  tailings  which were
excavated  in 2005 and will be treated  before  they are placed in the  tailings
ponds, which adjustment  represents the majority of the adjustment as it extends
the arsenic  processing  phase of reclamation to 2007 rather than  completion in
2006;  (b)  changes  in site  closure  activities,  including  the  impact  of a
lengthened period of post-closure water treatment and monitoring, now assumed to
be 25 years rather than 12 years, and the addition of rock cover to the tailings
ponds rather than vegetation alone; and, (c) the impact of an estimated one year
delay in receiving  approval of the final remediation plan, which results in the
Company  incurring  certain  holding  costs to maintain  personnel  required for
closure  activities and additional  monitoring and  environmental  studies.  The
Company has $10.5  million on deposit and has  committed  the proceeds  from any
assets sales at the Con Mine to the Con Mine  reclamation  security  trusts that



                                       87




MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

will be applied to, in part,  offset the reclamation costs as they are incurred.
The Company is required by  regulatory  agencies to post  security  for the site
closure activities,  excluding the arsenic processing  activities.  Based on the
Company's  estimate for these costs;  the Company does not currently  anticipate
that the regulatory  agencies will require additional funds to be contributed to
the reclamation  security trusts (see  Liabilities and  Contingencies  below for
additional discussion).

The asset retirement  obligation for the Con Mine is comprised of two components
(1) processing of historic mill roaster tailings.  Arsenic contained within this
material is rendered  inert by a process which  utilizes the pressure  oxidation
circuit;  and, (2) site closure and monitoring  activities,  including  building
removal and capping of mine  openings,  restoration  of  tailings  areas,  water
treatment  and  post-closure  monitoring.  Although  the  ultimate  amount to be
incurred  is  uncertain,  the fair value of the  liability  for  retirement  and
remediation  has been estimated to be $19.2  million.  As required by regulatory
and  GAAP,   cost   estimates   include   contractor   markups,   provision  for
administration  and  engineering,  provision  for a market risk  premium,  and a
provision for contingencies.  However,  the Company expects to use its employees
wherever  possible to complete the  reclamation  activities,  which could reduce
actual  costs below the  accrued  liability.  The  Company has $10.5  million on
deposit and has  committed the proceeds from any assets sales at the Con Mine to
the Con Mine reclamation security trusts that will be applied to, in part offset
the reclamation costs as they are incurred. For purposes of determining the fair
value of the obligation a discount rate of 9.8%, an inflation factor of 2.0% and
a market risk premium of 8% have been applied.

Key assumptions in estimating the assets retirement  obligation for the Con Mine
include: that historic mill roaster tailings are milled in 2006 and processed in
2007 and final wash down and treatment of storage pits  completed in 2006;  that
the final  abandonment and  restoration  plan is approved and other site closure
activities  commence in 2007;  that all  buildings are removed and mine openings
capped;  that the site is restored to the standard acceptable for commercial-use
property; and water treatment and monitoring continues post-closure for a period
of 25 years.

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



                                       88





MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

Stock-based Compensation
Stock-based  compensation  is accounted  for using the fair value based  method.
Under the fair value based method,  compensation  cost is measured at fair value
of the options at the date of grant and is expensed  over the vesting  period of
the award. The Company estimates the fair value using the  Black-Scholes  option
pricing model. The key assumptions used in 2005 were: a risk-free  interest rate
of 3.61%,  a dividend  yield of 0%, an expected  volatility  of 60% and expected
lives of stock options of 4.85 years. The weighted average fair value of options
granted in 2005 was $1.38 per share option.

EXPLORATION AND DEVELOPMENT ACTIVITIES
The focus for the Company  continues to be on the Hope Bay project.  The Company
is  committed  to a strategy of  advancing  the Hope Bay project to a production
decision  while  continuing  to expand gold  resources.  The staged  development
strategy will focus first on the high grade gold Doris North  project,  with the
goal of  generating  cash  flow to pay for site  infrastructure  and to fund the
continued  exploration  and development of other resources on the Hope Bay belt.
The Company plans to pursue  extensions  and  expansions to the initial phase of
production  through  the  mining of other  resources  on the Hope Bay belt.  The
Company's  exploration  strategy  will focus on  expanding  and  increasing  the
confidence level of existing deposits and on continued  exploration for new gold
resources in order to support a sustained  intermediate  production profile. The
Company will continue to conduct  grassroots  exploration  in  cooperation  with
strategic  partners,  when possible.  To achieve these  objectives,  the Company
needs to  successfully  complete  the current  regulatory  process for the Doris
North project, complete a positive feasibility study during 2006 for the Phase 2
expansion, complete financing for mine construction,  successfully construct and
place into  production  the Doris North  deposit,  complete  development  of the
Boston, Doris and Madrid deposits and identify additional resources.

During 2005,  expenditures  at Hope Bay totaled $19.2  million for  exploration,
including  33,176 meters of core drilling and the  advancement of permitting and
engineering  for the Doris North  project.  Exploration  programs  for 2005 were
designed to upgrade  resources at Boston,  Doris Central and Madrid to support a
feasibility  study in 2006;  to expand the  resource at Madrid;  and, to conduct
regional  exploration  work as part of the Company's  assessment  obligations at
Hope Bay.

Drilling  was  focused  within the Madrid  system  primarily  around the Naartok
deposit  where  22,036  meters  were  drilled.  Activity  at Naartok  focused on
extending  mineralization  surrounding the wide, high grade interception of hole
05PMD328  which  returned 66 meters  grading 11.5 grams of gold per tonne.  This



                                       89




MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

hole was a 105 meter  step out from a 2004 hole  that  intercepted  9.8 grams of
gold  per  tonne  over  64.2  meters  and  suggests  potential  for  significant
dimensions and thickness.  The area of the Naartok resource  continues to expand
at depth and to the north and it is expected  that as a result of 2005  drilling
additional  ounces  will be added to the  reported  resource  in 2006.  Drilling
within the upper  portions of the Naartok East zone has improved  continuity and
tightened  drill  density  and is also  expected  to have a  positive  impact on
reported resources in 2006 as well as supporting the Phase 2 feasibility study.

Prior to the 2005 work, the Madrid area,  which includes  Naartok,  contained an
indicated  resource of 838,000  ounces of gold at a grade of 5.5 grams per tonne
with an additional  2.6 million ounces of gold at a grade of 5.4 grams per tonne
of inferred resources.

Exploration  outside the main deposits continues to advance with improved target
selection.  Though  no  significant  intersections  were  recorded  in the  2005
regional programs,  programs were successful in providing improved understanding
of potential targets.

The Company  continues  to work towards  obtaining  permits and licences for the
Doris North project.  As a result of the NIRB  recommendation  in August 2004 to
the  Minister of DIAND that the  project  should not proceed on the basis of the
then existing  application,  the Company submitted a revised preliminary project
description on Doris North in February  2005. On March 7, 2005 NIRB  recommended
to the  Minister  of DIAND that the  project  should  proceed to a Part 5 review
requiring  a public  hearing.  In  April  2005,  the  Minister  accepted  NIRB's
recommendation  for a Part 5 review  which led the  Company  to submit a revised
draft  environmental  impact statement  ("DEIS") to NIRB in June 2005. In August
2005,  NIRB conducted a technical  review of the DEIS and issued  comments to be
addressed before submission of the final document. The Company revised the draft
document as requested  and submitted the final  environmental  impact  statement
("FEIS") on October 31,  2005.  Public  hearings to review the project were held
the week of  January 30 - February  3. On March 6, 2006,  NIRB  issued its final
hearing  report  recommending  to the  Minister of Indian and  Northern  Affairs
Canada that the Doris North Project  should  proceed.  The NIRB report  requires
acceptance by the Minister before NIRB can issue a project certificate.

Subject  to  the  Minister  accepting  NIRB's  recommendation,  the  Company  is
targeting  having all required  permits for production at Doris North by the end
of 2006,  which would permit shipping of  construction  materials to site in the
summer of 2007,  construction in the winter of 2007 and production commencing in
2008.


                                       90





MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

CAPITAL PROGRAMS
During fiscal 2005,  the Company had capital  expenditures  of $19.2 million for
exploration  and project  activities  at Hope Bay and $0.1 million for property,
plant and  equipment  compared  to  expenditures  in 2004 of $34.7  million  for
exploration and project activities at Hope Bay and Back River.

FINANCING AND LIQUIDITY
At December  31, 2005,  the Company had  consolidated  working  capital of $64.3
million  compared to $25.4 million at the end of 2004. At December 31, 2005, the
Company  had  $68.7  million  of  cash  and  cash   equivalents  and  short-term
investments  compared to $30.2 million at the end of 2004. At December 31, 2005,
the Company also had $15.0 million in cash  collateral  deposits for reclamation
bonds which are classified outside of working capital.

On February 18, 2005, the Company  assigned to Dundee  Precious  Metals Inc. its
option from  Kinross Gold  Corporation  to earn a 60% interest in the Back River
project.  The  Company  received  approximately  $10  million  representing  the
reimbursement  of costs  incurred by the Company on the Back River  project plus
5%. Dundee is required to issue to the Company 150,000 common shares, or pay the
cash  equivalent,  if either (i) the total  mineral  resources on the Goose Lake
property are increased to 1,500,000 ounces of gold or (ii) a decision is made to
place a mine into  commercial  production on the Back River  project.  Dundee is
required to issue a further 187,500 common shares,  or pay the cash  equivalent,
if Dundee exercises its option to earn a 60% interest on the Back River project.

On October 18,  2004,  the Company  completed a private  placement  of 7,600,000
flow-through  common  shares  at a price of $2.00  per  common  share  for gross
proceeds  of  $15.2  million.   The  Company  must  incur  Canadian  exploration
expenditures  as defined in the Income Tax Act (Canada) for the entire amount by
December 31, 2005, which amount has been incurred.

On September 30, 2005,  the Company  completed a private  placement of 7,320,000
flow-through  common  shares  at a price of $2.05  per  common  share  for gross
proceeds of $15.0 million. In consideration for their services, the underwriters
received  commissions  of $0.8  million and  brokers'  warrants  exercisable  to
purchase  366,000  common  shares at $2.05 per common share until  September 30,
2006.  The fair value of these  warrants at the grant date was $0.1  million and
has been shown on a net basis in share capital.  The Company must incur Canadian
exploration expenditures as defined in the Income Tax Act (Canada) in the amount
of $15.0 million by December 31, 2006.


                                       91




MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

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

On November 22, 2005 the Company completed a private equity placement to Newmont
Mining  Corporation of Canada Limited  ("Newmont") of 18,500,000  units at $2.35
per unit for gross proceeds of $43.5 million.  Each unit consisted of one common
share of the Company and a warrant to purchase a common  share of the Company at
$2.75  for a period  of 48  months.  The  common  shares  comprised  9.9% of the
Company's then issued and  outstanding  shares and 18% of issued and outstanding
if all  warrants  were  exercised.  The Company has agreed to provide to Newmont
periodic access to technical data, information on permitting progress and future
work plans and site visitation  rights in  consideration  for Newmont  providing
technical guidance to the Company.

The Company  believes it has sufficient  cash resources and liquidity to sustain
its planned  activities in 2006. The future  exploration  and development of the
Hope Bay project may require the Company to raise  additional  capital through a
combination of project debt and equity financings.  The Company's strategy is to
use equity financing for exploration  activities and to maximize project debt to
build mining  infrastructure until sufficient cash flow is generated from mining
production.

Liabilities and Contingencies
The Company has the legal  obligation to reclaim  properties  for which it holds
water licenses and exploration and mining agreements.  The Company has estimated
these asset  retirement  obligations  at December 31, 2005, in  accordance  with
accounting guidelines described above, to be an aggregate of $24.9 million on an
undiscounted  basis.  The  properties  for  which  these  obligations  have been
estimated  are the Con  Mine in  Yellowknife  and the  Hope  Bay  properties  in
Nunavut.  The Company has established cash deposits as collateral for letters of
credit  pledged  in favour of various  governmental  agencies  and others  under
several  water  licenses  and mineral  exploration  and mining  agreements.  The
Company has also established two reclamation security trusts for the reclamation
of the Con  Mine.  The  Company  has cash  collateral  deposits  totaling  $15.0
million.


                                       92




MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

The reclamation  security  trusts for the Con Mine were  established on December
31, 2004. The Company  deposited $9 million of the $10 million proceeds from the
sale of its Bluefish hydro electric facility into a reclamation  security trust,
in  accordance  with an agreement  with DIAND.  The  remaining $1 million of the
proceeds  was,  and the  proceeds  from any  subsequent  sale of assets  will be
deposited into a second reclamation  security trust. The cost of reclamation was
estimated by the Company on the basis of a draft remediation plan which had been
submitted to the McKenzie Valley Water Board in February 2003. The final plan is
currently  under review by the Water Board.  Based on comments  received to date
from the regulatory review process,  the Company has estimated the impact of the
required  changes  to the plan  and  recorded  an  appropriate  increase  to the
liability.  Any further  changes upon receiving final approval of the plan could
result in an increase to the estimated liability.

In 1995,  the  Company  entered  into a joint  exploration  transaction  with an
investor that resulted in the sale of an interest in the assets  comprising  the
Con Mine. The transaction was based upon an independent  valuation  prepared for
the Company.  In 2000,  Canada Revenue  Agency  ("CRA")  issued a  re-assessment
notice challenging the valuation that formed the basis for this transaction. The
re-assessment  does not give rise to any taxes payable by the Company.  However,
as part of the  original  transaction,  the  Company  agreed to  compensate  the
investor for any shortfall in the value of the assets transferred,  to a maximum
of $2.7 million plus accrued interest,  (approximately  $2.3 million at December
31,  2005),  should a ruling  denying the  transfer of certain tax pools be made
against the Company.  In 2004, the Company  received  notification  that CRA has
re-confirmed the original re-assessment. As a result, the Company filed a notice
of appeal in March  2005.  The Company has  received  notification  from the Tax
Court of Canada  that this case  should  proceed  and the  discovery  process is
scheduled to commence in April 2006.  While  management  intends to  strenuously
defend  the  independent  valuation,  the  outcome  of  this  issue  is not  yet
determinable.  No  provision  for these costs has been  recorded at December 31,
2005.

Contractual Obligations
The following table summarizes the contractual obligations as at January 1, 2006
of the Company for each of the five years  commencing  with 2006 and thereafter,
in thousands of dollars.

                               2006      2007     2008    2009    Thereafter
                             --------- --------- ------- ------- -------------
Oxygen plant                   $822     $ 612      $ -     $ -         $  -
Office lease costs              306       316      316     316        1,110
Exploration equipment           293        30        -       -            -
Site reclamation(1)           6,240     3,059        -       -       15,635

                                       93





MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

(1) The Company is  obligated  to fund  reclamation  and  closure  costs for its
mining and exploration  operations as a condition of associated  water licenses.
However,  the timing of the payments has not been  determined with certainty and
may change  depending  upon  future  events.  The  Company is in the  process of
finalizing its abandonment and restoration plan with regulatory agencies for the
Con Mine which will establish the extent and timing of site closure  reclamation
activities. Reclamation of exploration sites will be deferred to the extent that
the Company continues to be engaged in actively exploring them.

For additional  information related to the Company's obligations and commitments
see note 16 in the annual consolidated financial statements.

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

OUTLOOK
The outlook for the  Company is  dependent  on the  successful  exploration  and
development of the Hope Bay project.  The Company  controls 100% of the Hope Bay
project,  which has measured and indicated resources totaling 2.1 million ounces
of gold at a grade of 9.6 grams per ton and an additional  4.3 million ounces of
gold at a grade of 7.0 grams per ton in the inferred category.

The Company  plans to continue to work towards  making a production  decision on
the Doris North project,  including  advancement of the permitting process.  The
Company is confident  that it will be successful  in addressing  the concerns of
the  regulatory   agencies  and,  if  the  permitting  process  is  successfully
completed,  the  Company  will  make a final  decision  on a  commitment  to the
construction  process.  If the project is approved  by the  Company,  production
could  commence  during  2008.  However,  there  can be no  assurance  that  the
permitting process will be completed as planned or that the Company will develop
Doris North as anticipated.

As part of the Company's  development  strategy for Hope Bay, programs have been
completed in 2005 designed to facilitate delivery of a feasibility study in 2006
which, if successful,  could  demonstrate the opportunity for the development of
significant sustained gold production following the Doris North project.


                                       94




MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

As a result of the termination of mining  activities at Con and Giant mines, the
Company does not expect to generate  significant  operating revenue in 2006. The
Company  anticipates  that  final  approval  for the Con  Mine  abandonment  and
restoration  plan will be  received  in 2006  which will  permit the  Company to
conduct final reclamation  activities in subsequent  periods.  On June 30, 2005,
the Company  returned the Giant Mine  property to DIAND in  accordance  with the
terms of the  acquisition  agreement.  The  Company  does  not have any  ongoing
reclamation obligations for the Giant Mine.

RISKS AND UNCERTAINITIES
The  Company  will  require  additional  capital to pursue its  exploration  and
development  work at Hope Bay.  Given the  nature of capital  market  demand for
speculative  investment  opportunities,  there is no assurance  that  additional
financing  will  be  available  for the  appropriate  amounts  and at the  times
required.  The Company has developed a cash  management plan that will enable it
to invest on a priority basis in projects likely to generate  favourable results
in the near-to-medium term.

The  impact  of  fluctuations  in the  price of gold is a risk to the  Company's
ability to develop its properties as well as future profitability and cash flow.
As the  gold  price is  denominated  in U.S.  dollars,  the  Company  is also at
financial risk as the currency  exchange rate between  Canadian and U.S. dollars
fluctuates.  If the  Canadian  dollar  strengthens  against to the U.S.  dollar,
revenue  from future gold  sales,  which is  generated  in U.S.  dollars,  would
convert to fewer Canadian dollars  available to pay for operating costs that are
almost entirely incurred in Canadian dollars. Permitting mining projects such as
the Doris North project  requires the approval of regulatory  agencies which are
beyond the  Company's  control.  As a result,  the receipt of approvals  for the
project and the timing of grants of necessary permits are inherently uncertain.

FORWARD LOOKING STATEMENTS

Statements relating to exploration work at the Hope Bay project and the expected
results of this work and  strategies  and plans for the  development of the Hope
Bay  project,  statements  related to analyses of  financial  condition,  future
results of  operations  and other  information  that are based on  forecasts  of
future  results,  estimates of amounts not yet  determinable  and assumptions of
management  are  forward-looking  statements  within  the  meaning of the United
States  Private  Securities  Litigation  Reform  Act of  1995.  Forward  looking
statements are statements that are not historical  facts and are generally,  but
not  always,   identified  by  the  words  "expects,"  "plans,"   "anticipates,"
"believes,"  "intends,"  "estimates,"  "projects,"   "satisfies,"   "potential,"
"goal,"   "objective,"   "prospective,"   "strategy",   "target,"   and  similar
expressions, or that events or conditions "will," "would," "may," "can," "could"
or "should"  occur.  Information  inferred from the  interpretation  of drilling
results and information concerning mineral resource estimates may also be deemed
to be forward looking  statements,  as it constitutes a prediction of what might
be found to be  present  when and if a  project  is  actually  developed.  These
forward-looking  statements are subject to a variety of risks and  uncertainties

                                       95




MIRAMAR MINING CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS

which  could  cause  actual  events or results to differ  materially  from those
reflected in the  forward-looking  statements,  including,  without  limitation:
risks  related to  fluctuations  in gold  prices and  currency  exchange  rates;
uncertainties  related to raising sufficient  financing to fund the planned work
in a timely manner and on acceptable  terms;  changes in planned work  resulting
from weather,  logistical,  technical or other  factors;  the  possibility  that
results  of work  will  not  fulfill  expectations  and  realize  the  perceived
potential  of  the   Company's   properties;   uncertainties   involved  in  the
interpretation  of drilling  results and other tests and the  estimation of gold
reserves  and  resources;  the  possibility  that  required  permits  may not be
obtained  on a  timely  manner  or at all;  the  possibility  that  capital  and
operating  costs  may be  higher  than  currently  estimated  and  may  preclude
commercial  development  or render  operations  uneconomic;  risk of  accidents,
equipment breakdowns and labour disputes or other unanticipated  difficulties or
interruptions; the possibility of cost overruns or unanticipated expenses in the
work program;  the risk of environmental  contamination or damage resulting from
Miramar's  operations,  risks  and  uncertainties  described  under  "Risks  and
Uncertainties"  and elsewhere in the Management's  Discussion and Analysis,  and
other risks and uncertainties, including those described in the Miramar's Annual
Report on Form 40-F for the year ended December 31, 2005 and Reports on Form 6-K
filed with the Securities and Exchange Commission.

Forward-looking  statements are based on the beliefs,  estimates and opinions of
Miramar's  management on the date the statements are made. Miramar undertakes no
obligation to update these  forward-looking  statements if management's beliefs,
estimates or opinions, or other factors, should change.

All resource  estimates reported in this disclosure are calculated in accordance
with the National  Instrument 43-101 of the Canadian  securities  administrators
and the Canadian Institute of Mining and Metallurgy Classification system. These
standards  differ  significantly  from the  requirements  of the  United  States
Securities and Exchange Commission, which permits U.S. mining companies in their
SEC filings to disclose  only those  mineral  deposits that qualify as proven or
probable   "reserves"  because  a  determination  has  been  made  based  on  an
appropriate  feasibility  study  that the  deposits  could be  economically  and
legally extracted or produced,  and, accordingly,  resource information reported
in this  disclosure  may not be  comparable to similar  information  reported by
United States companies.  The term  "resource(s)"  does not equate to "reserves"
and  normally  may not be included in documents  filed with the  Securities  and
Exchange Commission,  and investors are cautioned not to assume that "resources"
will be converted into "reserves" in the future.

This  disclosure  uses  the  term  "inferred  resources".  While  this  term  is
recognized by Canadian securities  regulations  concerning disclosures by mining
companies,  the U.S.  Securities and Exchange  Commission does not recognize it.
"Inferred  resources"  have a great amount of uncertainty as to their  existence
and as to their economic and legal feasibility. It cannot be assumed that all or
any part of the "inferred  resources"  will ever be upgraded to a high category.
Under Canadian securities regulations, estimates of "inferred resources" may not
form the basis of feasibility or  pre-feasibility  studies except in rare cases.
Investors are cautioned not to assume that part or all of an "inferred resource"
exist or are economically or legally feasible.

                                       96




                                    EXHIBITS

99.1(1)   Code of Conduct for Chief Executive  Officer and Senior  Accounting
          Officers

99.2      Audit and Risk Management Committee Charter

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

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

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

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

99.7      Consent of KPMG LLP

99.8      Consent of John Wakeford, P. Geol.

99.9      Consent of Steffen Robertson and Kirsten Consulting

99.10     Consent of Roscoe Postle Associates Inc.

(1)  Previously filed on May 19, 2004 on the issuer's annual report on Form 40-F
     for the year ended December 31, 2003.


                                       97




                                   Signatures

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

Registrant

MIRAMAR MINING CORPORATION



By /s/   David Long
   ----------------------------------
   David Long, Corporate Secretary

Date: March 31, 2006


















                                       98

EX-99.2

                                                                    EXHIBIT 99.2


AUDIT & RISK MANAGEMENT COMMITTEE MANDATE
- -----------------------------------------

PURPOSE

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

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

ORGANIZATION

The  Committee  is to be  composed  of  Directors  who  are  independent  of the
management  of the  Corporation  and are free of any  relationship  that, in the
opinion  of The Board of  Directors,  would  interfere  with their  exercise  of
independent  judgment as committee members.  The Committee will ensure that it's
Chairperson  and members be  financially  literate  and that at least one member
have  expertise in financial  reporting.  The Committee  will meet at least four
times a year, with the authority to convene additional meetings as circumstances
require.

RESPONSIBILITIES

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

In carrying out these responsibilities, the Committee will:

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

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

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

     |X|  Review with the independent auditors, the Corporation's  financial and
          accounting personnel, the adequacy and effectiveness of the accounting
          and financial controls and systems of the




                                      - 2 -




          Corporation,  and elicit any  recommendations  for the  improvement of
          such internal  controls  procedures  and systems or  particular  areas
          where new or more  detailed  controls  or  procedures  are  desirable.
          Particular  emphasis  should be given to the adequacy of such internal
          controls to expose any payments, transactions or procedures that might
          be deemed  illegal  or  otherwise  improper.  Further,  the  Committee
          periodically  should  review the  Corporation's  policy  statements to
          determine their appropriateness;

     |X|  Review the  Corporation's  hedging  and risk  management  systems  and
          policies;

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

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

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

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

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

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

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

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

     |X|  Receive and handle  complaints under the  Corporation's  Whistleblower
          Policy.

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

EX-99.3

EXHIBIT 99.3

EX-99.4

EXHIBIT 99.4

EX-99.5

EXHIBIT 99.5

EX-99.6

EXHIBIT 99.6

EX-99.7

EXHIBIT 99.7

EX-99.8

EXHIBIT 99.8

EX-99.9

EXHIBIT 99.9

EX-99.10

EXHIBIT 99.10