20-F 1 form20f.htm Filed by Automated Filing Services Inc. (604) 609-0244 - Miranda Gold Corp. - Form 20-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXHCHANGE ACT OF 1934 OR

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

FOR THE FISCAL YEAR ENDED AUGUST 31, 2004

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

For the transition period from ___________ to ___________

Commission File Number 0-27760

MIRANDA GOLD CORP.
(Exact name of Registrant as specified in its charter)

     BRITISH COLUMBIA, CANADA
(Jurisdiction of Incorporation or organization)

Suite 306 - 1140 Homer Street, Vancouver, British Columbia, Canada, V6B 2X6
(Address of Principal Executive Offices)

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:
TSX Venture Exchange: MAD

OTC Bulletin Board: MRDDF
Frankfurt Stock Exchange: MRG
Berlin Stock Exchange: MRG

Securities registered or to be registered pursuant to Section 12(g) of the Act
      None     

Common Stock, without par value
(Title of Class)

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

None
(Title of Class)


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 by the annual report 22,169,260 common shares

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

x Yes      ¨ No

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

x Item 17      ¨  Item 18

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

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

¨ Yes      ¨ No


Table of Contents

ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 1
 
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1
 
ITEM 3. KEY INFORMATION 1
 
 A. SELECTED FINANCIAL DATA 1
B. CAPITALIZATION AND INDEBTEDNESS 2
C. REASONS FOR THE OFFER AND USE OF PROCEEDS 2
D. RISK FACTORS 3
     
ITEM 4 INFORMATION ON THE COMPANY 4
 
A. HISTORY AND DEVELOPMENT OF THE COMPANY 4
B. BUSINESS OVERVIEW 6
C. ORGANIZATIONAL STRUCTURE 7
D. PROPERTY 7
     
ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS 13
 
A. OPERATING RESULTS 13
B. LIQUIDITY AND CAPITAL RESOURCES 14
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES 15
D. TREND INFORMATION 15
     
ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 15
 
A. DIRECTORS AND SENIOR MANAGEMENT 15
B. COMPENSATION 17
C. BOARD PRACTICES 17
D. EMPLOYEES 17
E. SHARE OWNERSHIP 17
     
ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 19
 
A. MAJOR SHAREHOLDERS 19
B. RELATED PARTY TRANSACTIONS 20
C. INTERESTS OF EXPERTS AND COUNSEL 20
     
ITEM 8 FINANCIAL INFORMATION 21
 
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION 21
B. SIGNIFICANT CHANGES 21
     
ITEM 9 THE OFFER AND LISTING 22
 
A. OFFER AND LISTING DETAILS 22
B. PLAN OF DISTRIBUTION 23
C. MARKETS 23
D. DILUTION 23
E. EXPENSES OF THE ISSUE 23
 
ITEM 10 ADDITIONAL INFORMATION 23
 
A. SHARE CAPITAL 23
B. MEMORANDUM AND ARTICLES OF ASSOCIATION 23
C. MATERIAL CONTRACTS 25
D. EXCHANGE CONTROLS 25
E. TAXATION 27

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F. DIVIDENDS AND PAYING AGENTS 33
G. STATEMENT BY EXPERTS 33
H. DOCUMENTS ON DISPLAY 33
I. SUBSIDIARY INFORMATION 34

ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 34
ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 34
ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 34
ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS 34
ITEM 15 CONTROLS AND PROCEDURES 34
ITEM 16 [RESERVED] 35
ITEM 17 FINANCIAL STATEMENTS 35
ITEM 18* FINANCIAL STATEMENTS 35
ITEM 19 EXHIBITS 35

Responses to Items 1,2,3B,3C,9B,9D,9E,9F,10A,10F,10G and 12 are only required in Securities Act filings in connection with offerings. Item 16 is reserved

* The Company has responded to Item 17 in lieu of responding to this Item.

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ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.

ITEM 3. KEY INFORMATION

A. Selected Financial Data

The selected consolidated financial information set out below has been obtained from financial statements that reflect the Company’s operations in the mineral property exploration business.

The following table summarizes information pertaining to operations of the Company for the last five fiscal years ended August 31.

For the Year Ended August 31
  2004   2003   2002   2001   2000  
  $   $   $   $   $  
Revenues (interest income)  13,789   2,066   894   2,611   9,014  
General and Administrative  1,628,810   479,953   279,694   170,660   142,441  
Expenses           
Write off of Abandoned             
Mineral Properties and Related  440,646   34,839   Nil   528,803   39,490  
Exploration Expenses           
Loss For The Year  2,048,055   512,726   278,800   696,852   172,917  
Income (Loss) per share  (0.11 (0.07 (0.12 (0.42 (0.10
Current Assets  1,656,902   324,208   289,705   32,493   133,280  
Total Assets  2,200,855   1,026,837   643,430   248,783   846,124  
Current Liabilities  46,708   24,304   9,643   15,796   285  
Long Term Debt  Nil   Nil   Nil   70,000   Nil  
Shareholders Equity  2,154,147   1,002,533   633,787   162,987   845,839  

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The following table sets out the rate of exchange for the Canadian dollar at August 31, 2004, August 31, 2003, August 31, 2002, August 31, 2001, and August 31, 2000, the average rates for the period, and the range of high and low rates for the period.

U.S. Dollar/Canadian Dollar Exchange Rates for Five Most Recent Financial Years
  Average  High  Low  Close 
For the Year Ended August 31, 2004 $ 1.32  $ 1.38  $ 1.26  $ 1.31 
For the Year Ended August 31, 2003 $ 1.46  $ 1.60  $ 1.33  $ 1.39 
For the Year Ended August 31, 2002 $ 1.56  $ 1.61  $ 1.50  $ 1.56 
For the Year Ended August 31, 2001 $ 1.53  $ 1.58  $ 1.47  $ 1.54 
For the Year Ended August 31, 2000 $ 1.48  $ 1.51  $ 1.44  $ 1.48 

The following table sets out the high and low rates of exchange for the Canadian dollar for each month during the previous six months.

U.S. Dollar/Canadian Exchange Rates for Previous Six Months
  June, 2004  July, 2004  August, 2004  September, 2004  October, 2004  November, 2004 
High  $ 1.34  $ 1.33  $ 1.32  $ 1.30  $ 1.27  $ 1.22 
Low  $ 1.33  $ 1.31  $ 1.31  $ 1.26  $ 1.21  $ 1.18 

The value of the U.S. Dollar in relation to the Canadian Dollar was $1.1904 as of November 30, 2004.

B. Capitalization and Indebtedness

This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.

C. Reasons for the Offer and Use of Proceeds

This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.

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D.  Risk Factors

Early Stage Exploration Company

The exploration for and development of mineral deposits involves significant financial risks over a significant period of time that even a combination of careful evaluations, experience and knowledge may not eliminate. While exploration for minerals may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses are required to establish reserves by drilling and to construct mining and processing facilities at a site. It is impossible to know whether the current exploration programs of the Company will ultimately result in a profitable commercial mining operation.

Financial Risk

Prior to completion of the Company’s exploration programs, the Company anticipates that it will incur increased operating expenses without realizing any revenues. The Company expects to incur significant losses into the foreseeable future. If the Company is unable to generate significant revenues from exploration of its mineral claims and the production of minerals thereon, if any, the Company will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that the Company will prove successful, and the Company can provide investors with no assurance that it will generate any operating revenues or ever achieve profitable operations.

Competition

The business of mineral exploration and mining is competitive in all of its phases. In the search for and acquisition of prospective mineral properties, the Company competes with other companies and individuals, including competitors having financial and other resources equal to or greater than that of the Company. The Company’s ultimate success will therefore depend on the extent to which its existing properties are developed, as well as its ability to compete for and acquire suitable producing properties or prospects for mineral exploration in the future, together with its ability to secure adequate financing.

Compliance With Government Regulations

All phases of the Company’s operation are subject to environmental regulation. Environmental legislation is evolving toward stricter standards and more vigorous enforcement, including increased fines and penalties for non-compliance. Regulatory requirements encompass more stringent environmental assessment of project proposals, and impose greater responsibilities on corporations and their directors, officers and employees. Future changes in environmental regulatory requirements may result in more complex, costly and time-consuming procedures. The operations of the Company and the further exploration and the development of its properties require various licenses and permits and will be subject to ongoing regulation. There can be no guarantee that the Company will be able to obtain or maintain all permits and licenses that may be required for its activities. Currently, the Company does not have any properties on which commercial mining operations are carried out.

Risks Associated With Mining

The Company’s operations are subject to all of the hazards and risks normally incident to the exploration for and development and production of precious minerals, any of which could result in damage for which the Company may be held responsible. Hazards such as unusual or unexpected rock formations, landslides, flooding or other adverse conditions may be encountered in the drilling and removal of material. While the Company may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks is such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which the Company cannot

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insure or against which it may decide not to insure. The potential costs which could be associated with any liabilities not covered by insurance or in excess of insurance coverage may cause substantial delays and require significant capital outlays, adversely affecting the Company’s earnings and competitive position in the future and potentially, its financial position.

ITEM 4 INFORMATION ON THE COMPANY

A. History and Development of the Company

Miranda Gold Corp. (the “Company”) was incorporated as Miranda Industries Inc. under the British Columbia Company Act on May 4, 1993 by the registration of its memorandum and articles.

On August 3, 2001, the Company altered its memorandum by changing its name to "Thrush Industries Inc.", consolidating its share capital on a one-for-five basis, and increasing its authorized share capital to 100,000,000 common shares without par value. Effective April 15, 2002, the Company changed its name to Miranda Diamond Corp. There was no consolidation of capital. Effective January 30, 2003 the Company changed its name to Miranda Gold Corp. to better reflect the focus of the Company. There was no consolidation of capital.

The Company's head office is located at Suite 306 – 1140 Homer Street, Vancouver, British Columbia, V6B 2X6. The contact person is Dennis Higgs, Chairman, Chief Financial Officer and Director. The telephone number is (604) 689-1659 and the facsimile number is (604) 689-1722.

In October, 2002, the Company entered into an option agreement to acquire a 100% interest in three gold projects in Nevada known as the Hercules Property, the Imperial Mine Property and the Gilman Property, subject to a 3% net smelter return royalty (“NSR”). Upon completion of a bankable feasibility study, the Company can buy 2/3 of the NSR royalty on each property (i.e. 2% NSR, leaving 1% NSR on each property) for US $2 million. However, in 2003, the Company dropped the Gilman project as this project no longer fit the Company’s exploration strategy. During this fiscal year the Company sold outright its interest in the Imperial Mine property for a one-time cash payment of US $50,000.

Under an agreement dated January, 2003 and an amended agreed dated April 9, 2003, the Company entered into an option agreement to acquire a 100% interest in four gold projects in Nevada know as the Blackrock property, the Cold Springs property, the Troy property and the Redlich property. During this fiscal year the Company terminated its interest in the Blackrock and Cold Springs properties. The Company performed preliminary exploration work on the Troy property during the fall of 2004. In March, 2004, the Company signed a binding letter of intent to joint venture its Redlich project located in Esmeralda County, Nevada, with Newcrest Resources Inc. (“Newcrest”).

In June 2003, the Company listed its shares on the Frankfurt and Berlin Stock Exchanges thereby allowing European investors easier access to trade the Company’s shares.

In November, 2003, Kenneth D. Cunningham, M.S. Geo, B.S. Geo. agreed to join the Board of Directors of Miranda Gold Corp. Mr. Cunningham has assumed the position of President and CEO of Miranda Gold Corp. and President of Miranda U.S.A., Inc. , the Company’s wholly-owned U.S. subsidiary.

Also in November, 2003, the Company leased the Red Canyon property in Eureka County, Nevada. The Red Canyon Property is comprised of 237 unpatented lode mining claims covering approximately 19.5 square kilometers. Miranda signed a letter of intent for a twenty-year lease on the Red Canyon project. Miranda will pay $26,200 upon signing of the formal agreement and issue 75,000 warrants. The warrants allow the property vendors the right to purchase common shares of Miranda Gold Corp. at $0.37 for a period of two years from their date of issue. Miranda will pay annual advance royalty payments totaling $600,000 through years one through ten.

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The Red Canyon property is subject to a net smelter return royalty (“NSR”) of 3% if the gold price is below $300 per ounce; 4% if the price of gold is between $300 - $400 per ounce; and 5% if the price of gold is over $400 per ounce. Miranda has the option to buy 2 percentage points of the NSR for $1 million per percentage point. Subsequent to the year end the Company joint ventured its Red Canyon property with Newmont Mining Corporation. Newmont paid US $30,000 to Miranda upon signing of the Venture Agreement and will assume the payments on the underlying lease. Newmont can earn a 60% interest in the Red Canyon property by spending US $2.5 million in exploration expenditures prior to December 31, 2009, of which US $300,000 would be expended by December 31, 2005, and may earn an additional 10% interest in the Red Canyon project (for a total 70% interest) by completing a bankable feasibility study, with a minimum annual expenditure of US $250,000 until completion of the feasibility study.

In December, 2003 Miranda Gold Corp. signed an option to acquire a 100% interest in the Bald Peak project located in Mineral County, Nevada. The project has the potential for the discovery of high-grade underground quartz-adularia-style veins as well as bulk tonnage stockwork deposits.

The total acquisition price for the project is payable over five years after the issuance of a drilling permit and comprises 225,000 warrants and $177,500 (U.S.). A total of 7,500 (U.S.) is payable within 15 days of signing, with no payments due to the Optionor until the earlier of drill permits being issued or two years, whichever occurs first. The warrants allow the Optionor the right to purchase common shares of Miranda Gold Corp. at prices ranging from $0.25 to $0.50 (Cdn) and are exercisable for a period of two years from their date of issue.

The project is subject to a 3% net smelter return royalty (“NSR”), however the Company can buy 2/3 of the NSR royalty (i.e. Miranda can buy 2% NSR, leaving a 1% NSR on the property) for $1,000,000 US for each 1% of the NSR purchased.

Also in December, 2003, the Company announced that Joe Hebert, B.S. Geo. had agreed to join Miranda U.S.A., Inc., the Company’s wholly-owned U.S. subsidiary, as Vice President of Exploration.

In January, 2004, the Company staked two claims blocks called the Fuse and the JDW property in Pine Valley, Eureka County, Nevada. The Fuse property is comprised of 148 unpatented lode mining claims covering approximately 4.6 square miles. The JDW property consists of 62 claims and lies both north and east of Placer Dome’s Red Hill Project area. Both properties lie in the prolific Cortez or Battle Mountain – Eureka gold belt, approximately 10 miles east of the Cortez Joint Venture’s ET Blue Project.

In February, 2004, Mr. Brent Cook joined the Company as an advisor. Mr. Cook has twenty-five years of experience focused on the economic evaluation of minerals exploration and development and mining properties located in over 50 countries and encompassing virtually all geologic environments.

In May, 2004, the Company signed a binding letter of intent to joint venture its Hercules project located in Lyon County, Nevada, with Lincoln Gold Corp. Under the terms of the joint venture agreement, Lincoln has paid $10,000 to Miranda and is obligated to complete a work commitment of $75,000 or 3,600 feet of drilling by September 18, 2004. In August 2004 Lincoln began drilling on the Hercules project located in Lyon County, Nevada. Subsequent to the year end the Company dropped the Hercules property.

In May, 2004, the Company signed a mineral lease agreement on four properties, all of which are located in the Cortez Trend portion of the Eureka-Battle Mountain Gold Belt. The properties include 79 claims at Red Hill, 64 claims in Coal Canyon, 43 claims in the Cortez Mountains (BPV property) and 73 claims in the Horse Creek Valley area (CONO property). The lease agreement was later separated into four separate property leases. The terms on the Coal Canyon, BPV and CONO leases each require advance annual royalty payments starting at $6,250 (US) in year one and climbing to $50,000 (US) by year ten and each year thereafter. The Red Hill lease requires advance annual

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royalty payments starting at $6,250 (US) in year one and climbing to $60,000 (US) by year ten and each year thereafter for the life of the lease. The Lessor also retains a 2.5% to 5.0% sliding scale royalty that is subject to buy down provisions to 2%. Subsequent to the year end the Company joint ventured its Red Hill property with Placer Dome. PDUS will pay US $49,875 to Miranda upon signing of the Letter Agreement. In addition, PDUS may pay a total of US$500,000 to Miranda over the four-year earn-in period. PDUS can earn a 60% interest in the property by spending US $2.0 million in exploration expenditures over four years, of which US $100,000 is committed to be expended during the first year. After completing the 60% earn-in phase, PDUS can elect to earn an additional 10% interest in the Red Hill project (for a total 70% interest) by completing a bankable feasibility study within five years, with a minimum annual expenditure of US $250,000 during the period in which PDUS completes the feasibility study. After completion of the feasibility study, Miranda can request that PDUS arrange Miranda’s share of project financing, in which case PDUS will earn an additional 5% interest (for a total 75% interest) in the project, and will recover Miranda’s share of this financing from 60% of Miranda’s share of net cash flow from operations on the property.

In June, 2004, the Company staked 28 claims in Kobeh Valley called the ETTU claims on the south end of the Eureka – Battle Mountain (Cortez) Gold Trend.

In July, 2004, the Company’s shares were quoted on the OTC Bulletin Board under the trading symbol: MRDDF.

Also in July, 2004, Newcrest Resources Inc. began drilling on Miranda’s Redlich project located in Esmeralda County, Nevada. Newcrest permitted 21 drill sites at Redlich and drilled at least 19 holes during the first phase of exploration drilling. Results were released subsequent to fiscal year-end 2004, and Newcrest staked an additional 57 claims and is permitting a second phase of drilling.

Subsequent to the year end the company leased the Horse Mountain property located in Lander County, Nevada. The Horse Mountain property comprises 139 claims covering approximately 4.5 square miles. The property is located approximately 11 miles west-northwest of the Cortez Joint Venture’s Pipeline Mine and is surrounded by lands being explored by the Cortez Joint Venture.

Miranda has signed a 20-year lease on the Horse Mountain project, has paid a US $30,000 signing bonus, and will issue 25,000 warrants to the underlying claim owner. Advance Royalty payments due on the first and second anniversaries are US $30,000 each. The Horse Mountain property is subject to a net smelter royalty (“NSR”) of 3.5% .

None of the Company’s properties are beyond the exploration stage and there is no assurance that any of the Company’s mining properties contain a commercially viable ore body until further exploration work is done.

In this Annual Report all currency refers to Canadian Dollars (Cdn $) unless indicated otherwise.

B. Business Overview

The Company is a natural resource company engaged in the acquisition, exploration and development of mineral properties. The Company’s primary focus is on gold exploration in Nevada. The Company has varying interests in a number of mineral properties located in Nevada. The Company plans to explore and develop its mineral properties or joint venture them to other companies for their further development.

Miranda Gold Corp. has twelve gold exploration projects in various stages of exploration in Nevada. These projects include the Redlich project located in Esmeralda County, the Troy Canyon project located in Nye County, the Bald Peak project located in Mineral County, and the Red Canyon, Fuse, JDW, Red Hill, Coal Canyon, BPV, CONO, and

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ETTU projects located in Eureka County and the Horse Mountain project located in Lander County. The Red Hill, Redlich and Red Canyon projects are joint ventured to other companies.

Miranda continues to resolve a robust exploration model to predict the location of large gold systems based on a geologic understanding of recent developments on the Cortez Trend. Complementing Miranda's efforts to identify direct extensions of the Cortez Trend southeast into the Horse Creek Valley-Pine Valley area, Miranda is utilizing GIS and regional databases to identify additional discrete mineral belts similar to and parallel to the Cortez Trend.

C. Organizational Structure

The Company has one subsidiary, Miranda U.S.A., Inc.

The Company’s wholly-owned U.S. subsidiary, Miranda U.S.A., Inc. was incorporated under the laws of the State of Nevada. On July 19, 1996 Miranda U.S.A., Inc. filed with the Secretary of State for the State of Nevada a Statement to Transact Business in Nevada.

D. Property

Nevada

Miranda Gold Corp. has twelve gold exploration projects in various stages of exploration and development in Nevada. These projects include the Redlich project located in Esmeralda County, the Troy Canyon project located in Nye County, the Bald Peak project located in Mineral County, and the Red Canyon, Fuse, JDW, Red Hill, Coal Canyon, BPV, CONO, and ETTU projects located in Eureka County and the Horse Mountain project located in Lander County. The Red Hill, Redlich and Red Canyon projects are in joint venture with other companies.

Troy and Redlich Properties

By an agreement dated January 23, 2003 and subsequent amendments, the Company has an option to acquire a 100% right, title and interest in two gold projects in Nevada: the Troy property in Nye County and the Redlich Property in Esmeralda County, subject to a 3% net smelter return royalty. Upon completion of a bankable feasibility study, the Company can buy 2/3 of the NSR royalty on each property (i.e. 2% NSR, leaving 1% NSR on each property) for one million dollars U.S. for each 1% NSR being purchased.

The remaining acquisition price for the two properties is payable until January 23, 2008 and comprises 90,000 warrants and US $54,000. The warrants allow the vendor the right to purchase common shares of Miranda Gold Corp. at prices ranging from Cdn. $0.40 to $0.55 and are exercisable for a period of two years from their date of issue. The consideration and work commitments are prorated to allow for the termination of any of the individual properties.

The Company also has a combined remaining work commitment on these two properties of US $172,500 until January 23, 2008.

Troy

The Troy property is located in the Troy District in the Grant Range of northeastern Nye County, Nevada. Limited historical gold production of approximately 2000 tons at .35 oz Au/t has taken place. The quartz body identified on this property is 1,200 feet long, open-ended at depth at over 600 feet, and has a width ranging from 20 to 70 feet. This presents a large target for drilling. Limited exploration work has taken place in the past and ore grade samples have been recovered (samples up to 1.67 oz Au/t). This property has the potential for a high-grade gold deposit and has never been drilled.

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The Company initiated underground mapping and sampling in August 2004. The results of this work confirm the presence of high grade gold (to 16 oz Au/t) in underground stopes and that multiple sub parallel 2 to 10 foot east- dipping veins can be targeted with a modest first pass drill program. Surface mapping was also completed in order to begin to advance targets satellite to the known underground workings.

Continued work is planned for late 2004 or early 2005 including permitting a first-pass drill program.

Redlich Property

The Redlich project is located in Esmeralda County along the northwest-southeast trending Walker Lane structural corridor. The Redlich prospect is an upper level, low-sulfidation, adularia-sericite, epithermal system with a similar geologic setting as that at the Midway project near Tonopah, Nevada. Boulders and cobbles of high-grade, well-banded quartz vein material have been discovered in surface exposures of Tertiary gravels. These fragments of mineralized epithermal veins on surface assay up to 4 ounces of gold per ton and 20 ounces of silver per ton. The banded quartz is found over an area of approximately 100 acres (40 hectares).

Several companies have explored the Redlich project area including Inspiration Development, FMC Gold and the Cordilleran Nevada syndicate. Previous drilling has encountered mineralized intervals grading between 0.07 to .59 oz Au/t in quartz veins or quartz fracture zones. In addition, multiple zones of lower-grade disseminated mineralization were encountered in the drilling, four of which are hosted by quartzite breccia and intrusive diorite. This is highly suggestive of the occurrence of a large tonnage, intrusive-related, disseminated gold deposit.

The Redlich project area has the potential to discover both high-grade banded quartz veins or large-tonnage disseminated and intrusive-hosted mineralization.

To facilitate an assessment of the Redlich Prospect’s potential, a compilation and review of all available data was undertaken. Much of the data has been digitized and includes locations, descriptions and assay results for approximately 300 rock chip samples taken in the Redlich vicinity by FMC Gold Co. and another 200 taken by Cordex Exploration Co. The Company increased its land position by staking an additional 18 claims at the Redlich project, Esmeralda County, Nevada.

The Company signed an agreement to joint venture its Redlich project with Newcrest Resources Inc. (“Newcrest”) in March 2004.

Miranda’s Redlich property comprises a total of 104 claims. Newcrest paid to Miranda US $45,000, and thereafter US $30,000 annually until March 4, 2008. Newcrest will have an annual work commitment commencing with US $75,000 this year, US $150,000 for each of the next two years, and then US $200,000 per year thereafter until it has earned an interest in the project. Newcrest can earn a 65% interest in the Redlich project by spending a minimum of $1.8 million in exploration expenditures by March, 2012 and presenting to Miranda a pre-feasibility study. Newcrest can earn an additional 10% interest in the project (for a total of 75% interest) by the completion of a (positive) feasibility study on the Redlich project, and up to an 80% interest, at Miranda’s election, by providing half of Miranda’s portion of the development costs.

Past drilling has encountered among others, eight mineralized intervals of five feet each grading between 0.08 oz Au/t (2.7 g Au/t) and up to 0.59 oz Au/t (20.2 g Au/t). Each of these intervals is associated with wide intervals of low-grade mineralization. The gold mineralization occurs in quartz veins or quartz fracture zones.

Newcrest completed a first phase drill program in the end of October 2004 that included 19 holes for a total of 11,094 feet (3,382m). The highlights of this drilling included high-grade intercepts of 10 feet @ 0.680 oz Au/t, 5feet

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@ 1.35 oz Au/t, and 15 feet @ 0.330 oz Au/t. In addition to high-grade, one hole included an intercept of 190 feet @ 0.020 oz Au/t.

Newcrest is encouraged by the drilling and as a result has expanded the claim block by 57 new claims resulting in a total of 161 claims. Pending drilling approval, Newcrest plans to initiate a second round of drilling in the first quarter of 2005.

Red Canyon Project

Miranda has signed a letter of intent for a twenty-year lease on the Red Canyon project. Miranda paid US $26,200 upon signing of the formal agreement and issued 75,000 warrants. The warrants allow the property vendors the right to purchase common shares of Miranda Gold Corp. at $0.37 for a period of two years from their date of issue. Miranda will pay annual advance royalty payments totaling US $600,000 through years one through ten.

The Red Canyon property is subject to a net smelter return royalty (“NSR”) of 3% if the gold price is below $300 per ounce; 4% if the price of gold is between $300 - $400 per ounce; and 5% if the price of gold is over $400 per ounce. Miranda has the option to buy 2 percentage points of the NSR for $1 million per percentage point.

The Red Canyon Property is comprised of 237 unpatented lode mining claims covering approximately 19.5 square kilometers. The property lies in the prolific Cortez or Battle Mountain – Eureka gold belt, approximately 20 miles south of Placer Dome’s newly announced Cortez Hills discovery. The property is situated directly on trend between Tonkin Springs and the Gold Bar deposits.

Several companies have explored the Red Canyon Property including Meridian Minerals Company, Tenneco Minerals, Great Basin Mining and Exploration, Hemlo Gold Mines (U.S.) and Kennecott Exploration Company. Past sampling and drilling has identified three areas of gold mineralization. The strongest mineralization is in the Ice Zone. One of the best drill intercepts in this zone is 29 meters of 4.0 g gold/t (95 feet of 0.12 oz Au/t) from 6 to 35 meters (20-115 feet). The highest-grade drill sample over a 5-foot interval is 10.8 g gold/t (0.32 oz Au/t).

Mineralization is controlled by northwest and northeast trending high-angle faults. Alteration is extensive and widespread at Red Canyon. It consists of silicification, brecciation, decalcification and argillization. Lower plate carbonate rocks are exposed in the center and east flank of the property. Elsewhere on the property, Ordovician upper plate siliciclastic rocks, Tertiary volcanic rocks and Quaternary gravel overlie the carbonates. Oxidation was observed at the bottom of a 2500-foot Kennecott hole, confirming the strength of the hydrothermal system that effected this area. Anomalous mercury, antimony, arsenic and barium occur in altered rocks.

The Red Canyon Property represents an outstanding exploration play for a carbonate and/or structurally-hosted gold deposit in the Cortez Trend. The recent Cortez Hills discovery demonstrates that major gold deposits remain to be found in this belt. At Red Canyon, the majority of holes drilled in the past were less than 160 meters deep. Numerous lower plate carbonate host formations occur at depth and have not been tested by drilling. In addition, most holes were drilled vertically and did not adequately test the numerous structures present on the property.

Through reconnaissance mapping the Company has recognized significant exposures of upper Devonian chert-carbonate units on the eastern quarter of the project area previously mis-mapped as upper plate facies due to the degree of hydrothermal alteration. Equivalent units provide the preferred host at Cortez Hills. The Company is advancing new drill targets in this area.

The Company signed an agreement to joint Venture its Red Canyon project with Newmont USA Limited in October 2004. Newmont paid to Miranda US $30,000 on signing and will assume payments on the underlying lease. Newmont can earn a 60% interest in Red Canyon by spending US $2.5 million in exploration expenditures prior to December 31, 2009 of which US $300,000 would be expended by December 31, 2005 and may earn an additional

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10% interest in the Red Canyon project (for a total 70% interest) by completing a bankable feasibility study, with a minimum annual expenditure of US $250,000 until completion of the feasibility study.

It is anticipated that Newmont will initiate a first pass drill program by mid 2005.

Bald Peak Project

The Company signed an option to acquire a 100% interest in a gold exploration project located in Mineral County, Nevada. The total acquisition price for the project is payable over five years after the issuance of a drilling permit and comprises 225,000 warrants and US $177,500. A total of US 7,500 has been paid with no further payments due to the vendors until the earlier of drill permits being issued or two years, whichever occurs first. The warrants allow the property vendors the right to purchase common shares of Miranda Gold Corp. at prices ranging from Cdn. $0.25 to $0.50 and are exercisable for a period of two years from their date of issue.

The project is subject to a 3% net smelter return royalty (“NSR”), however the Company can buy 2/3 of the NSR royalty (i.e. Miranda can buy 2% NSR, leaving a 1% NSR on the property) for US $1,000,000 for each 1% of the NSR purchased.

Bald Peak is approximately 9 kilometres north of the past producing high-grade Bodie gold-silver mine and 8 kilometres west of Metallic Ventures' (TSX: MVG) Esmeralda project. The mineralized veins at Bald Peak and Bodie trend NNE, suggesting that both vein systems occur within the same structural zone. The Bald Peak veins/stockworks occur along an intermittently exposed 2 kilometer long structure, up to 200 meters wide, located along the base of a rhyolite dome. Sixteen of eighteen rock chip samples taken by previous operators from the vein/stockworks were anomalous in gold, the highest value being 5.4 g/t gold. Quartz-after-calcite alteration textures are exposed in some of these veins, implying the existence of the uppermost portion of a boiling, hydrothermal system.

Fjordland Exploration controls ground immediately adjacent to the Company’s Bald Peak Project. Fjordland is in the process of permitting and has announced plans to drill approximately 2,000 feet once permits are issued.

Reconnaissance prospecting and mapping by the Company confirms that the NNE vein-structure, to be drilled by Fjordland, continues to the NE and SW onto Miranda’s Bald Peak Project.

Fuse and JDW Properties

The Company staked two claim blocks called the “Fuse” property and the “JDW” property in Pine Valley, Eureka County, Nevada.

The Fuse property is comprised of 148 unpatented lode mining claims covering approximately 4.6 square miles. These claims lie adjacent to the Powder Keg claims that were staked by Idaho Resources and the BOC claims that are undergoing exploration by the Cortez Joint Venture. The JDW property consists of 62 claims and lies both north and east of Placer Dome’s Red Hill Project area. Both properties lie in the prolific Cortez or Battle Mountain –Eureka gold belt, approximately 10 miles east of the Cortez Joint Venture’s ET Blue Project.

Both the Fuse and JDW claims were staked in alluvial cover over gravity highs. Interpretation of the gravity data suggests that bedrock at both sites is relatively shallow. Several prominent structural features are also expressed in the gravity data. The JDW claims are adjacent to the JD window that exposes lower plate carbonate rocks that are favorable hosts for Carlin-type deposits.

During the past 18 months, the Horse Canyon Valley-Pine Valley area has been the site of a staking rush. Placer Dome, the Cortez Joint Venture, Idaho Resources, and Nevada North Resources have staked in excess of 2,200 lode

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mining claims. All of the Idaho Resource claims have been leased to either Placer Dome or the Cortez Joint Venture. The Nevada North properties are under lease to the Company. Almost all of the Horse Canyon Valley-Pine Valley has been claimed. The Fuse and JDW claims represent some of the last remaining shallow targets where underlying bedrock is likely lower-plate carbonates.

The Fuse and JDW properties represent outstanding exploration plays with the potential of discovering a Carlin-type deposit under the pediment in Pine Valley. The Horse Canyon Valley-Pine Valley area represents a geologic setting similar to Crescent Valley which hosts the Pipeline and Cortez mine complexes. The recent discovery of the +7.5 million ounce deposit at Cortez Hills demonstrates that major gold deposits remain to be found in the southern extension of the Crescent Valley mineralized belt.

Placer Dome has recently disclosed the mercury soil gas anomalies coinciding with a NNW-WNW fault fabric indicated by gravity surveys are the best predictors of covered gold systems in the Cortez Trend.

During July, the Company initiated real-time mercury soil gas sampling and detailed gravity interpretation on the FUSE project in order to resolve drill targets. Approximately 200 stations of a 500 station program have been completed. Preliminary results suggest low level mercury anomalies are indicated. These surveys will progress onto the JDW project also.

ETTU Property

In May 2004, the Company staked 28 claims in Kobeh Valley, on the south end of the Eureka - Battle Mountain (Cortez) Gold Trend. The claims lie approximately nine miles southeast of the Gold Bar mine and four miles south of the Afgan deposit.

Miranda targeted the ETTU area based on structural interpretations of gravity data. The ETTU property covers a portion of the Kobeh Valley pediment on the projected intersection of two mineral trends. Data suggests that a prominent northwest structure extends south from the Afghan resource to intersect the east-southeast projection of the Gold Bar structure beneath shallow gravel on the ETTU property. Upper Devonian carbonates to the north are expected to occur under pediment gravel on ETTU.

Newmont Mining Corporation, subsequent to Miranda staking the ETTU claims, also initiated aggressive land acquisitions in the Kobeh Valley area, staking a very large claim block estimated to be in excess of 15 square miles, that completely surrounds the ETTU claims.

The Company has conducted no exploration on the ETTU claims. Airborne Resistivity and magnetic surveys were acquired for the property and are being evaluated to advance drill targets.

BPV, CONO, Coal Canyon and Red Hills

In May the Company signed a lease agreement with Nevada North Resources (U.S.A.), Inc. a privately held exploration company for four additional properties along the south extension of the Cortez Trend. The properties include 79 claims at Red Hill, 64 claims in Coal Canyon, 43 claims in the Cortez Mountains (BPV property) and 73 claims in the Horse Creek Valley area (CONO property). The lease agreement was later separated into four separate property leases. The terms on the Coal Canyon, BPV and CONO leases each require advance annual royalty payments starting at $6,250 (US) in year one and climbing to $50,000 (US) by year ten and each year thereafter. The Red Hill lease requires advance annual royalty payments starting at $6,250 (US) in year one and climbing to $60,000 (US) by year ten and each year thereafter for the life of the lease. The owner also retains a 2.5% to 5.0% sliding scale royalty that is subject to buy down provisions to 2%.

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Both the Red Hill and Coal Canyon properties in the northern Simpson Park Range cover geologic "windows" that expose lower plate carbonate rocks favorable for hosting disseminated gold mineralization such as the nearby Cortez Hills (7.5 million ounces) and Pipeline deposits (12 million ounces). Both the CONO and BPV properties lie approximately 3 miles south of the ET Blue Project where the Cortez Joint Venture conducted a major drill program in 2002-2003.

The Coal Canyon property is adjacent to the window-bounding Grouse Creek fault where previous exploration programs have identified significantly anomalous drill-indicated mineralization. Favorable host rocks at Coal Canyon include both the Roberts Mountain and Hanson Creek Formations.

The Red Hill property shows intensive alteration in limestone associated with both east-northeast and north-northwest faults. Antimony prospects on the project are probably indicative of the associated gold system. Newcrest Resource Inc., the most recent operator on the property, has drilled weakly anomalous gold associated with dikes.

Drilling on the CONO claims has indicated lower plate carbonates in the basement below pediment gravels. The BPV property, one mile west of CONO is underlain by upper plate siliclastics and chert but lower plate carbonates may occur at permissible depths.

Both Placer Dome and the Cortez Joint Venture (Placer Dome 60% and Kennecott Minerals 40%) have been extremely active in this area and all four of the new properties are surrounded by or adjoin claims held by these companies.

Miranda has acquired these properties based on a generative model that infers a structural trend between the Cortez Joint Venture's Cortez Hills deposits and the ET Blue project and a continuation of that trend into Horse Creek Valley-Pine Valley and into the Simpson Park Range. Miranda believes that the Horse Creek Valley - Pine Valley area represents a geologic setting similar to Crescent Valley that hosts the Pipeline-Cortez mine complex.

The Company has not completed any exploration work on these properties.

The Company signed an agreement to joint venture the Red Hill project with Placer Dome US Inc (PDUS) in October 2004. PDUS will pay US $49,875 to Miranda upon signing of the Letter Agreement. In addition, PDUS may pay a total of US$500,000 to Miranda over the four-year earn-in period. PDUS can earn a 60% interest in the property by spending US $2.0 million in exploration expenditures over four years, of which US $100,000 is committed to be expended during the first year. After completing the 60% earn-in phase, PDUS can elect to earn an additional 10% interest in the Red Hill project (for a total 70% interest) by completing a bankable feasibility study within five years, with a minimum annual expenditure of US $250,000 during the period in which PDUS completes the feasibility study. After completion of the feasibility study, Miranda can request that PDUS arrange Miranda’s share of project financing, in which case PDUS will earn an additional 5% interest (for a total 75% interest) in the project, and will recover Miranda’s share of this financing from 60% of Miranda’s share of net cash flow from operations on the property.

It is anticipated that PDUS will initiate a first pass exploration program on Red Hill by mid 2005.

Horse Mountain

The Company has signed a 20-year lease on the Horse Mountain property in the Shoshone Range in Lander County, Nevada. The Horse Mountain property comprises 139 claims covering approximately 4.5 square miles. The Company has paid a US $30,000 signing bonus, and will issue 25,000 warrants to the underlying claim owner. Advance Royalty payments due on the first and second anniversaries are US $30,000 each. The Horse Mountain property is subject to a net smelter royalty (“NSR”) of 3.5% .

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The property is located approximately 11 miles west- northwest of the Cortez Joint Venture’s Pipeline Mine and is surrounded by lands being explored by the Cortez Joint Venture. Placer Dome, operator of the Cortez Joint Venture, has publicly identified and promoted the general area around the Horse Mountain property as a strategic area of exploration focus subsequent to their Cortez Hills discovery of greater than 7 million ounces of gold.

Drilling on the Horse Mountain project in the late 1990s by Pathfinder Exploration and High Desert Minerals intersected lower-plate carbonates rocks inferred as altered Silurian Robert's Mountain Formation and Ordovician Hanson Creek Formation below the Roberts Mountain Thrust. These are prolific host rocks elsewhere on the Cortez Trend. One of these holes (MC9608) intersected 9.1 meters (30 feet) of 0.85 g Au/t (0.025 oz Au/t) including one 3-meter sample interval of 1.50 g Au/t (0.044 oz Au/t)) near the bottom of the hole. The Roberts Thrust (RMT), which separates upper- plate stratigraphy from lower-plate carbonate rocks, was intersected at 257m (840 feet.) and shows strong alteration and oxidization through the entire lower-plate drill interval. Elevated trace elements and the style of alteration, including moderate to intense silicification, clay alteration, decalcification and hematite suggest the presence of a robust Carlin-type system. Four other holes in the area have reached the lower-plate on the property. Moderate to intense alteration in the lower-plate is notable over significant thicknesses in all the holes reaching the RMT and anomalous gold is noted in two other holes. Oxidation is strongly developed locally to depths of at least 1,700 ft below surface.

The Company is in the process of compiling historic exploration data to advance drill targets. Otherwise no physical exploration work has been conducted on the property except for nominal reconnaissance mapping and prospecting.

ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating Results

Management’s discussion and analysis is presented in relation to the financial statements of the Company, which statements are prepared in accordance with Canadian GAAP.

The Company does not have a producing mineral property and has no sources of revenue other than interest income. The activities of the Company can be seen as steadily increasing during the past two years as the resource sector has experienced tremendous growth. With gold prices increasing the Company has acquired several gold projects during this past year and has been able to close several financings for exploration activity.

For the year ended August 31, 2004 the Company incurred a loss of $2,048,055 compared to a loss of $512,726 for the year ending August 31, 2003.

As at August 31, 2004, the Company had working capital of $1,610,194 compared to working capital of $299,904 as of August 31, 2003. The Company incurred exploration costs of $248,980 for the period ending August 31, 2004 compared to $196,716 in Fiscal 2003. The Company acquired several additional mineral properties during this past Fiscal year.

Total expenses including amortization, corporate financial services, investor relations, management fees, stock-based compensation, transfer agent fees, office rent, telephone, and supplies for the year ended August 31, 2004 was $1,628,819 compared to $479,953 for the year ended August 31, 2003. A total of $801,439 is related to the fair value of stock options granted during the quarter. Investor relations and travel and business promotion categories were up significantly since last year as a result of attending and participating in several international gold shows. Activities within the Company has been steadily increasing as it continues to acquire several additional mineral properties.

Office rent, telephone, and supplies was $55,836 for the three month period ending August 31, 2004 compared to $34,453 for the three month period ending May 31, 2004.

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Since incorporation, the Company has been engaged in the acquisition, exploration and development of mineral properties. The Company’s various properties are currently at the exploration stage. As a result, the Company has no source of operating cash flow and is reliant upon capital markets to obtain the funds required by it for its operations. The successful development of a mine by the Company would require additional equity or debt financing. The Company has limited financial resources and there is no assurance that additional funding will be available for this purpose in the future. Failure to obtain additional financing could result in the delay or indefinite postponement of further exploration and any subsequent development of the Company’s properties or the possible partial or total loss of the Company’s interest in such properties.

B. Liquidity and Capital Resources

The Company’s primary source of funds since incorporation has been through the issue of its common stock and the exercise of common stock options and common stock share purchase warrants. The Company has no revenue from mining to date and does not anticipate mining revenues in the foreseeable future. The operations of the Company consists of the exploration and evaluation of mining properties and as such the Company’s financial success will be dependent on the extent to which it can discover new mineral deposits.

During the year ended August 31, 2004, the Company completed a private placement of 3,000,000 units at $0.15 for gross proceeds of $450,000. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share @ $0.20 to November 6, 2005.

During the year ended August 31, 2004, the Company completed a private placement of 400,000 at a price of $0.30 for gross proceeds of $120,000. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share @ $0.40 to December 11, 2005.

In respect of the Company’s property acquisition agreement to acquire a 100% interest in two gold projects known as the Hercules and the Imperial Mine, the Company paid $16,000 US as per the mineral property option agreement and extended the deadline to March 18, 2004 for the incurrence of exploration expenditures of $75,000 US.

During the year there were 6,683,625 warrants exercised for total proceeds of $1,469,610.

Since its inception, the Company has been dependent on investment capital as its primary source of funding. The Company anticipates seeking additional equity investment from time to time to fund its activities that cannot be funded through other means. The Company will need to raise additional capital in order to continue with the exploration and development of its mineral properties and administrative expenditures. The Company could also consider joint venturing or selling some portion of its properties to cover its obligations.

The Company’s cash position at August 31, 2004 was $1,611,118 compared to $289,750 at August 31, 2003.

The Company recorded a net loss for the year ended August 31, 2004 of $2,048,055 compared to $512,726 for the year ended August 31, 2003.

Subsequent to the year end the Company has negotiated a private placement of 2,900,000 units at a price of $0.70 per unit with a two year warrant exercisable at $0.90.

The Company intends to raise any required additional funds by selling equity or debt securities and/or by selling or joint venturing its properties until the Company develops a cash flow from operations.

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C. Research and Development, Patents and Licenses

As the Company is a mineral exploration company with no producing properties, the information required by this item is inapplicable.

D. Trend Information

As the Company is a mineral exploration company with no producing properties, the information required by this item is inapplicable.

ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table lists as of December 31, 2004, the names of the directors and senior management of the company. Each of the directors has served in his or her respective capacity since his or her election and/or appointment and will serve until the next annual general meeting of shareholders.

   Name  Title  Date First 
    Elected/Appointed 
   Dennis L. Higgs 1  Director, Chairman  May 4, 1993 
   Kenneth Cunningham  Director, President and CEO  November 7, 2003 
  Miranda Gold Corp. and Miranda   
  U.S.A., Inc.,   
   Steve Ristorcelli 1  Director  (Director) February 
    20, 1995 (Corp. 
    Secretary) July 29, 
    2003 
   Aileen Lloyd  Director, Corporate Secretary  May 4, 1993 
   James Cragg 1  Director  December 13, 2004 
   Joe Hebert  Vice  President  Exploration, December 8, 2003 
  Miranda U.S.A., Inc.   
1 Member of the Audit Committee 

There are no family relationships between any two or more Directors or Executive Officers of the Company. There are no material arrangements or understandings between any two or more Directors or Executive Officers.

The following is a brief description of the principal business activities of the directors and senior management of the Company.

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Dennis L. Higgs

Mr. Higgs, B. Com is the Chairman and Chief Financial Officer of the Company. Mr. Higgs has been employed by the Company since 1993. Mr. Higgs is responsible for the Company’s day to day operations as well as the raising of capital to fund the operations of the Company. He is also President of Senate Capital Group Inc., a private venture capital and resource management company.

Kenneth Cunningham

Mr. Kenneth Cunningham, M.S.Geo, B.S.Geo, is President of the Company and Miranda U.S.A., Inc. Mr. Cunningham has twenty-eight years experience from diversified mineral exploration and mining geology through to executive management; fifteen of those years have been focused in Nevada. Mr. Cunningham was previously Vice President of Nevada North Resources (U.S.A.) Inc. where he acquired eight new properties and successfully negotiated leases with major mining companies including Newmont, Placer Dome, Newcrest and Barrick. Prior to his involvement with Nevada North, he was Exploration Manager with Uranerz U.S.A. Inc. During his tenure with Uranerz Mr. Cunningham led the exploration and acquisition effort that resulted in two Nevada discoveries; a three-million ounce discovery in the Battle Mountain trend and a one-plus-million ounce discovery in the northern Carlin trend. He was also instrumental in establishing, and subsequently managing, Uranerz’ Mongolian gold exploration program. Mr. Cunningham has also been Vice President of Tenneco Minerals Company and a Resident Manager with Echo Bay Mining Company.

Steve Ristorcelli

Mr. Ristorcelli is one of the directors of the Company and has served in this capacity since 1995. Mr. Ristorcelli brings 25 years of geological, advanced stage/development and mining experience to the Board. He has been Principal Geologist with Mine Development Associates of Reno, Nevada for 10 years where he specializes in resource modeling. His work as a consultant takes him throughout North America, South America, Europe and Africa.

Aileen M. Lloyd

Ms. Lloyd is one of the directors of the Company and has served in this capacity since 1993. Ms. Lloyd is involved in the day to day operations of the Company. Ms. Lloyd is an executive assistant at Senate Capital Group Inc., a private venture capital and resource management company involved in the administration of publicly traded companies.

James Cragg

Mr. James F. Cragg is one of the directors of the Company and has served in this capacity since December, 2004. Mr. Cragg is a business and marketing consultant proficient in financial analysis, negotiations, forecasting, deal making and investment banking. He was previously President and CEO of Linmor Inc., President and COO of PSINet, and President and COO of Advanced Communications Group, Inc. Mr. Cragg joins Miranda as an independent director.

Joe Hebert

Joe Hebert, B.S. Geo., is Vice President Exploration of Miranda U.S.A., Inc., the Company’s wholly-owned U.S. subsidiary. Mr. Hebert brings twenty-two years of experience from diversified mineral exploration and mining geology through to senior geologist and exploration management. Fifteen of these years have been focused in Nevada. Most recently, Mr. Hebert has been senior exploration geologist for the Cortez Joint Venture (Placer Dome and Kennecott Minerals) located on the Battle Mountain Trend in North Central Nevada. He was a member of the

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exploration team who discovered the 7.5 million ounce Cortez Hills deposit and he directed all generative and acquisition efforts within the Cortez joint venture area of interest. Mr. Hebert is credited with team participation in multiple gold discoveries in Nevada and Utah over the course of his career.

B. Compensation

The Company has no formal plan for compensating its directors for their services in their capacity as directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of the Company other than services ordinarily required of a director. As well, directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred on behalf of the Company.

The Company retains Ubex Capital Inc. (“Ubex”) to provide management services under a Management Services Agreement dated May 4, 1993. Under the agreement, Ubex receives the sum of $5,000 per month. The term of the agreement is month-to-month and may be terminated by either party on 30 days written notice. Ubex is wholly owned by Dennis L. Higgs, the Chairman and CFO and a director of the Company.

Senate Capital Group Inc., is 100% owned by Dennis L. Higgs, the Chairman and CFO, and Director of the Company, and receives a monthly fee to recover its costs of providing office space, telephones and related expenses to the Company.

During the year, the Company paid Senate Capital Group Inc., a company wholly owned by Dennis Higgs, the president of the Company, $128,321 (2004) compared to $106,283 (2003) for reimbursement of rent, secretarial and office services.

Board Practices

The directors of the Company are elected annually and hold office until the next annual general meeting of the members of the Company or until their successors in office are duly elected or appointed. All directors are elected for a one-year term.

The Company’s Board of Directors has one committee, the Audit Committee. The members of the Audit Committee do not have any fixed terms for holding their positions, are appointed and replaced from time to time by resolution of the Board of Directors and do not receive any separate remuneration for acting as members of the committee. The Audit Committee is comprised of Dennis Higgs, Steve Ristorcelli and James Cragg.

Currently, there are no directors’ service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment.

D. Employees

As of December 13, 2004, there are five directors of the Company and one senior officer. Three directors are also senior officers. One of the directors, Kenneth Cunningham is a geologist and is President and CEO of the Company as well as Miranda U.S.A., Inc., (the Company’s wholly-owned subsidiary) and works on a full time basis. One director, Dennis Higgs is Chairman, and has a management contract with the Company through his wholly owned private company, Ubex Capital Inc. One director, Aileen Lloyd is Corporate Secretary of the Company and performs administrative services for the Company. The Company appointed Joe Hebert, Vice President Exploration. Mr. Hebert brings 22 years of experience in mineral exploration and exploration management.

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E. Share Ownership

The following table sets forth, as of December 1, 2004, the number of the Company’s common shares beneficially owned by the directors and members of senior management of the Company, individually, and as a group, and the percentage of ownership of the outstanding common shares represented by such shares.

The shareholders listed below possess sole voting and investment power with respect to the shares shown.

Directors and Senior Management Share Ownership
Name of Beneficial  Title  of  Number of Securities of Class Percent of Class *
Owner  Class 
Dennis L. Higgs  Common  1,137,020(1)  4.88%
       
Kenneth Cunningham  Common  200,000(2)  .86%
Aileen Lloyd  Common  300,500(3) 1.29%
       
Steve Ristorcelli  Common  168,700(2) .72%
 

* Based on 23,309,760 common shares outstanding

1 570,220 common shares are held indirectly through private companies 100% owned by Dennis Higgs;

2 200,000 common shares are held directly;

3 600 common shares are held through Chesa Management Co. Ltd., a private company 100% owned by Aileen Lloyd;

4 168,700 common shares are held directly;

Directors and senior management also control:

20,000 outstanding share purchase warrants exercisable at $0.24 to November 8, 2004;

240,000 outstanding share purchase warrants exercisable at $0.28 to February 18, 2005;

125,000 outstanding share purchase warrants exercisable at $0.30 to April 8, 2005;

235,000 outstanding share purchase warrants exercisable at $0.20 to November 6, 2005;

350,000 outstanding share purchase warrants exercisable at $0.23 to April 8, 2004.

As of December 8, 2004, the directors and officers held as a group, directly or indirectly, an aggregate of 1,806,220 common shares and 970,000 share purchase warrants.

Options to Purchase Securities

Stock Options to purchase our securities are granted to our directors and employees on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSX Venture Exchange (the "Exchange"). At our

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annual general meeting held on February 6, 2004, our shareholders approved the adoption of a stock option plan that reserved for issuance up to a maximum of 3,411,327 shares, representing 20% of the issued and outstanding shares of the Company at that time and together with 300,000 shares representing 20% of 1,500,000 share purchase warrants which were exercised prior to the Annual General Meeting.

Under our stock option plan, (a) stock options in favor of any one individual may not exceed 5% of the issued and outstanding shares of common stock, (b) no stock option is transferable by the optionee other than by will or the laws of descent and distribution, (c) a stock option is exercisable during the lifetime of the optionee only by such optionee, (d) the maximum term of each stock option is five years, with the vesting period determined at the discretion of the Board of Directors and (e) the minimum exercise price for a stock option is the last closing price of our common shares on the TSX Venture Exchange immediately preceding the granting of the option.

The names and titles of the Directors and Executive Officers of the Company to whom outstanding stock options have been granted and the number of common shares subject to such options are set forth in the following table as of December 31, 2004, as well as the number of options granted to Directors and all employees as a group. The exercise price of the options is stated in Canadian Dollars.

Stock Options Outstanding

Name  Title  Number of Shares  Exercise Price  Expiration Date 
    of Common     
    Stock     
Dennis Higgs  Chairman  340,000  $ 0.27  June 18, 2008 
    525,000  $ 0.53  February  9, 2009 
Kenneth  Sr. Officer/Director  250,000  $ 0.23  November 7, 2008 
Cunningham    250,000  $ 0.53  February  9, 2009 
Aileen Lloyd  Director, Corporate  40,000  $ 0.20  September 16, 2007 
  Secretary  41,000  $ 0.27  June 18, 2008 
    300,000  $ 0.53  February  9, 2009 
Steve Ristorcelli  Director  80,000  $ 0.20  September 16, 2007 
    55,000  $ 0.27  June 18, 2008 
    140,000  $ 0.53  February  9, 2009 
Joe Hebert  Sr. Officer  150,000  $ 0.35  December 8, 2008 
    175,000  $ 0.53  February  9, 2009 
Total Officers/Directors (6 persons) 2,346,000

Total Officers/Directors/Employees 2,726,000

ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

To the knowledge of the directors and senior officers of the Company only the following own, directly or indirectly, or exercise control or direction over, shares carrying more than 5% of the voting rights attached to all outstanding shares of the Company.

Name of Member  Number of  Common Shares  Percentage of Issued and Outstanding 
Nil  Nil  Nil 

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The Company’s major shareholders do not have different voting rights.

To the best of the Company’s knowledge, the Company is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly.

The Company’s common stock is issued in registered form and the following information is taken from the records of Pacific Corporate Trust located in Vancouver, British Columbia, Canada, the registrar and transfer agent for the common stock.

The Company’s registered shareholder list for the Company’s common stock, dated December 3, 2004, showed 54 registered shareholders and 23,132,260 shares outstanding. Thirty of these registered shareholders were US residents, and one was a depository for shares of US residents, which combined own 3,301,233 shares representing 14.27% of the issued and outstanding shares of the Company.

B. Related Party Transactions

The Company was involved in the following related party transactions during the 2004 fiscal year:

During the year, the Company paid $128,321 (2003 - $106,283) to Senate Capital Group Inc. for rent, telephone, secretarial and office services. Senate Capital is wholly owned by Dennis Higgs, Chairman and CFO and a director of the Company.

The Company retains Ubex Capital Inc. ("Ubex") to provide management services under a Management Services Agreement dated May 4, 1993. Under the agreement, Ubex has received the sum of $2,500 per month from May 1993 to July, 2001, the sum of $3,000 per month from July 2001 To August, 2002, and the sum of $5,000 per month since August, 2002. This amount may be increased by agreement between the parties, subject to the approval of the TSX Venture Exchange. The term of the agreement is month-to-month and may be terminated by either party on 30 days' written notice. Ubex is wholly owned by Dennis L. Higgs, the Chairman and CFO and a director of the Company.

Mr. Ken Cunningham, a director, President and CEO of Miranda Gold Corp., has a 10% equity interest in four properties located in the Cortez Trend and leased from Nevada North through his relationship as past vice-president of Nevada North.

Other than as disclosed above, there have been no transactions during the 2004 fiscal year which have materially affected or will materially affect the Company in which any director, executive officer, or beneficial holder of more than 5% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest. Management believes the transactions referenced above were on terms at least as favorable to the Company as the Company could have obtained from unaffiliated parties.

C. Interests of Experts and Counsel

This Form 20-F is being filed as an annual report under the Exchange Act, and, as such, there is no requirement to provide any information under this sub-item.

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ITEM 8 FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

The Company’s financial statements are stated in Canadian dollars (Cdn. $) and are prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”), which differ in certain respects from those principles that the Company would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

Exhibited hereto are audited consolidated financial statements prepared by an independent auditor and accompanied by an audit report:

 
(a) Auditor’s Report, dated December 1, 2004;
   
 
(b) Consolidated Balance Sheets as of August 31, 2003 and August 31, 2004;
   
 
(c) Consolidated Statements of Operations and Deficit for the years ended August 31, 2003 and August 31, 2004;
   
 
(d) Consolidated Statements of Cash Flows for the years ended August 31, 2003 and August 31, 2004;
   
 
(e) Notes to Consolidated Financial Statements for the years ended August 31, 2003 and August 31, 2004.

The Company has not declared any dividends for the last five years and does not anticipate that it will do so in the foreseeable future.

A. Significant Changes

No significant changes have occurred since the date of the Company’s most recent audited financial statements, August 31, 2004 other than the following:

(a)

The Company has signed an agreement to joint venture its Red Canyon project, Eureka County, Nevada, with Newmont USA Limited, d/b/a Newmont Mining Corporation. Newmont has paid US $30,000 to Miranda upon signing of the Venture Agreement and will assume the payments on the underlying lease. Newmont can earn a 60% interest in the Red Canyon property by spending $2.5 million in exploration expenditures prior to December 31, 2009, of which US $300,000 would be expended by December 31, 2005, and may earn an additional 10% interest in the Red Canyon project (for a total 70% interest) by completing a bankable feasibility study, with a minimum annual expenditure of US $250,000 until completion of the feasibility study.

   
(b)

The Company has signed an agreement to joint venture its Red Hill project, Eureka County, Nevada, with Placer Dome U.S. Inc. (“PDUS”). PDUS has paid US $49,875 to Miranda upon signing of the Letter Agreement. In addition, PDUS may pay a total of $500,000 to Miranda over the four-year earn-in period. PDUS can earn a 60% interest in the property by spending $2.0 million in exploration expenditures over four years, of which $100,000 is committed to be expended during the first year. After completing the 60% earn-in phase, PDUS can elect to earn an additional 10% interest in the Red Hill project (for a total 70% interest) by completing a bankable feasibility study within five years, with a minimum annual expenditure of $250,000 during the period in which PDUS completes the feasibility study. After completion of the feasibility study, Miranda can request that PDUS arrange Miranda’s share of project financing, in which case PDUS will earn an additional 5% interest (for a total 75% interest) in the project, and will recover Miranda’s share of this financing from 60% of Miranda’s share of net cash flow from operations on the property.

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(c)
The Company has leased the Horse Mountain property in the Shoshone Range in Lander County, Nevada. The Horse Mountain property comprises 139 claims covering approximately 4.5 square miles. The property is located approximately 11 miles west-northwest of the Cortez Joint Venture’s Pipeline Mine and is surrounded by lands being explored by the Cortez Joint Venture.
   
(d)
The Company announced a private placement financing of $2,030,000 comprising 2,900,000 units at $0.70 Cdn per unit. Each unit will consist of one common share and one warrant. Each whole warrant is exercisable for a period of two years at a price of $0.90 per share. This financing has not yet closed.

ITEM 9 THE OFFER AND LISTING

B. Offer and Listing Details

The Company’s common shares trade on the TSX Venture Exchange (“TSX”) in Vancouver, British Columbia, Canada, having the trading symbol “MAD” and CUSIP # 604673103. The shares trade on the OTC Bulletin Board in the United States under the symbol MRDDF.

The following table lists the annual high and low market sales prices on the TSX Venture Exchange for the five most recent full financial years.

TSX Venture Exchange Stock Trading Activity, Sales, Cdn.$

For the Fiscal Year Ended  High  Low 
August, 2004 .72  .55 
August,  2003 .42  .19 
August, 2002 .42  .13 
August 2001  .12  .06 
August 2000  .42  .10 

The following table lists the volume of trading and high, low and closing sales prices on the TSX for shares of the Company’s common stock for the last eight fiscal quarters.

TSX Venture Exchange Stock Trading Activity, Sales, Cdn.$

Period  Volume  High  Low  Close 
Ended         
         
11/30/02  68,100  .36  .19  .19 
02/28/03  2,096,380  .42  .22  .33 
05/30/03  667,200  .36  .24  .34 
08/31/03  605,340  .30  .16  .21 
11/30/03  4,988,545  .50  .17  .45 
02/08/04  4,846,676  .70  .40  .50 
05/30/04  4,505,941  .57 .35 .42 
08/31/04  4,461,614  .84  .35 .62 

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Price Fluctuations: Share Price Volatility

In recent years, securities markets in Canada have experienced a high level of price and volume volatility, and the market price of many resource companies, particularly those considered speculative exploration companies, have experienced wide fluctuations in price which have not necessarily been related to operating performance or underlying asset values on prospects of such companies. The Company’s shares fluctuated from a low of $0.16 during Fiscal 2004 to a high of $0.84. Exploration for minerals is considered high risk and highly speculative and the trading market for mineral exploration companies is characteristically volatile, with wide fluctuation of price and volume only in part related to progress of exploration. There can be no assurance that continual fluctuations in the Company’s share price and volume will not occur.

B. Plan of Distribution

This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.

C. Markets

See first paragraph of this Item 9.

D. Dilution

This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.

E. Expenses of the Issue

This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.

ITEM 10 ADDITIONAL INFORMATION

A. Share Capital

This Form 20-F is being filed as an annual report under the Securities Exchange Act 1934, and as such, there is no requirement to provide any information under this item.

B. Memorandum and Articles of Association

Incorporation

The Company was incorporated in British Columbia, Canada on May 4, 1993 by registration of its Memorandum and Articles.

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Powers and Functions of the Directors

The powers and functions of the directors are set forth in the Articles of the Company which were adopted and filed as of the date of its incorporation.

  (i)
a director is obligated to disclose his potential interest in a proposal, arrangement or contract being considered by the Company and may not vote on any proposal, arrangement or contract proposed, but such director shall be counted in the quorum at the meeting of the directors at which the proposal, arrangement or contract is approved;
     
  (ii)
a director or his firm may act in a professional capacity for the company and he or his firm will be entitled to remuneration;
     
  (iii)
the quorum necessary for the transaction of the business shall be a majority of the directors holding office at the time;
     
  (iv)
there are no provisions for the retirement or non-retirement of directors under an age limit; and
     
  (v)
there is no requirement for a director to hold any shares in the Company.

Rights and Restrictions Applied to the Shares

All of the Company’s authorized and issued shares are of one class and there are no rights or restrictions of any nature attached to any of the shares.

Rights of Holders of the Stock

To alter the rights of holders of issued shares of the Company such alteration must be approved by the majority vote of the issued shares of the Company attending and voting at a meeting of the shareholders of the Company.

Annual General Meetings

Annual general meetings are called and scheduled upon decision by the Board of Directors. The directors may convene an extraordinary general meeting of the shareholders. All meetings of the shareholders may be attended by the registered shareholders or persons who hold powers of attorney or proxies given to them by the registered shareholders.

Foreign Ownership

The Company’s Memorandum and Articles do not contain limitations prohibiting shares being held by non-residents, foreigners or any other group.

Change of Control

There are no provisions in the Company’s Memorandum and Articles that would have an effect of delaying, deferring or preventing a change in control of the Company, and that would operate only with respect to a merger acquisition or corporate restructuring involving the Company.

Share Ownership Reporting Obligations

There are no provisions in the Company’s Memorandum and Articles requiring share ownership to be disclosed. The securities laws of the Province of British Columbia require disclosure of shareholdings by:

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  (a) persons who are directors or senior officers of the Company; and
     
  (b)
a person who has direct or indirect beneficial ownership of, control or direction over, or a combination of direct or indirect beneficial ownership of and control or direction over securities of the Company carrying more than 10% of the voting rights attached to all the Company’s outstanding voting securities.

Differences from U.S. Law

The threshold of share ownership percentage requiring disclosure of ownership is higher in the home jurisdiction of British Columbia than the US where US securities law prescribes a 5% threshold for ownership disclosure.

C. Material Contracts

The following is a summary of each material contract entered into in the ordinary course of business to which the Company is a party, for the two years immediately preceding publication of the document, including dates, parties, general nature of the contracts, terms and conditions, and amount of consideration passing to or from the company or any other member of the group.

  (i)
Mineral Property Option Agreement dated January 23, 2003, between Gerald Baughman and Miranda Diamond Corp. in respect of an option to acquire a 100% interest, subject to a 3% NSR royalty in the Blackrock project; the Coldsprings project; the Troy property, and the Redlich property. (See item 4.D under the heading “Nevada”).
     
  (ii)
A letter of intent dated November 18, 2003, for a twenty year lease on the Red Canyon project, between Red Canyon Corporation and Miranda Gold Corp., subject to a sliding net smelter royalty based on the price of gold. (See item 4.D under the heading “Nevada”).
     
  (iii)
Mineral Property Option Agreement dated November 19, 2003, between Anthony Eng and Miranda Gold Corp. in respect of an option to acquire a 100% interest in the Bald Peak project , Mineral County, Nevada subject to a 3% net smelter return royalty. (See item 4. D under the heading “Nevada”).
     
  (iv)
The Company signed an agreement to joint venture its Redlich project with Newcrest Resources Inc. (“Newcrest”) in March 2004. Miranda’s Redlich property comprises a total of 104 claims. Newcrest paid to Miranda US $45,000, and thereafter US $30,000 annually until March 4, 2008. Newcrest will have an annual work commitment commencing with US $75,000 this year, US $150,000 for each of the next two years, and then US $200,000 per year thereafter until it has earned an interest in the project. Newcrest can earn a 65% interest in the Redlich project by spending a minimum of $1.8 million in exploration expenditures by March, 2012 and presenting to Miranda a pre-feasibility study. Newcrest can earn an additional 10% interest in the project (for a total of 75% interest) by the completion of a (positive) feasibility study on the Redlich project, and up to an 80% interest, at Miranda’s election, by providing half of Miranda’s portion of the development costs.
     
  (v)
On May 27, 2004 the Company leased four properties, Red Hill, Coal Canyon, BPV and CONO from Nevada North Resources (U.S.A.), Inc. a privately held exploration company. The owner also retains a 2.5% to 5.0% sliding scale royalty that is subject to buy down provisions to 2%. (See item 4. D under the heading “Nevada”). The lease agreement was later separated into four separate property leases. The terms on the Coal Canyon, BPV and CONO leases each require advance annual royalty payments starting at $6,250 (US) in year one and climbing to $50,000 (US) by year

25



   
ten and each year thereafter. The Red Hill lease requires advance annual royalty payments starting at $6,250 (US) in year one and climbing to $60,000 (US) by year ten and each year thereafter for the life of the lease. The Lessor also retains a 2.5% to 5.0% sliding scale royalty that is subject to buy down provisions to 2%. Subsequent to the year end the Company joint ventured its Red Hill property with Placer Dome. PDUS will pay US $49,875 to Miranda upon signing of the Letter Agreement. In addition, PDUS may pay a total of US$500,000 to Miranda over the four-year earn-in period. PDUS can earn a 60% interest in the property by spending US $2.0 million in exploration expenditures over four years, of which US $100,000 is committed to be expended during the first year. After completing the 60% earn-in phase, PDUS can elect to earn an additional 10% interest in the Red Hill project (for a total 70% interest) by completing a bankable feasibility study within five years, with a minimum annual expenditure of US $250,000 during the period in which PDUS completes the feasibility study. After completion of the feasibility study, Miranda can request that PDUS arrange Miranda’s share of project financing, in which case PDUS will earn an additional 5% interest (for a total 75% interest) in the project, and will recover Miranda’s share of this financing from 60% of Miranda’s share of net cash flow from operations on the property.
     
  (vi)
The Company signed an agreement to joint Venture its Red Canyon project with Newmont USA Limited in October 2004. Newmont paid to Miranda US $30,000 on signing and will assume payments on the underlying lease. Newmont can earn a 60% interest in Red Canyon by spending US $2.5 million in exploration expenditures prior to December 31, 2009 of which US $300,000 would be expended by December 31, 2005 and may earn an additional 10% interest in the Red Canyon project (for a total 70% interest) by completing a bankable feasibility study, with a minimum annual expenditure of US $250,000 until completion of the feasibility study.
     
  (vii)
The Company signed an agreement to joint venture the Red Hill project with Placer Dome US Inc (PDUS) in October 2004. PDUS will pay US $49,875 to Miranda upon signing of the Letter Agreement. In addition, PDUS may pay a total of US$500,000 to Miranda over the four-year earn-in period. PDUS can earn a 60% interest in the property by spending US $2.0 million in exploration expenditures over four years, of which US $100,000 is committed to be expended during the first year. After completing the 60% earn-in phase, PDUS can elect to earn an additional 10% interest in the Red Hill project (for a total 70% interest) by completing a bankable feasibility study within five years, with a minimum annual expenditure of US $250,000 during the period in which PDUS completes the feasibility study. After completion of the feasibility study, Miranda can request that PDUS arrange Miranda’s share of project financing, in which case PDUS will earn an additional 5% interest (for a total 75% interest) in the project, and will recover Miranda’s share of this financing from 60% of Miranda’s share of net cash flow from operations on the property.
     
  (viii)
On November 23, 2004, the Company leased the Horse Mountain property in the Shoshone Range in Lander County, Nevada. The Horse Mountain property comprises 139 claims covering approximately 4.5 square miles. Miranda has signed a 20-year lease on the Horse Mountain project, has paid a US $30,000 signing bonus, and will issue 25,000 warrants to the underlying claim owner. Advance Royalty payments due on the first and second anniversaries are US $30,000 each. The Horse Mountain property is subject to a net smelter royalty (“NSR”) of 3.5% .

D. Exchange Controls

There are no governmental laws, decrees or regulations in Canada relating restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-resident holders of the Company’s common shares. Any remittance of dividends to United States residents are, however, subject to a 15% withholding

26


tax (10% if the shareholder is a corporation owning at least 10% of the common shares of the Company) pursuant to Article X of the reciprocal treaty between Canada and the United States.

Except as provided in the Investment Canada Act, there are no limitations under the laws of Canada, the Province of British Columbia or in the Articles of Incorporation of the Company on the right of foreigners to hold or vote the common shares of the Company. Management believes that in the case of the common stock of the Company, there are no limitations on the rights of non-Canadians to vote the Company’s common shares.

The Investment Canada Act (the "ICA"), which became effective on 6/30/85, regulates the acquisition by non-Canadians of control of a Canadian business enterprise. In effect, the ICA required review by Investment Canada, the agency which administers the ICA, and approval by the Canadian government in the case of an acquisition of control of a Canadian business by a non-Canadian where: (i) in the case of acquisition (for example, through a share purchase or asset purchase), the assets of the business are $5 million or more in value; or (ii) in the case of an indirect acquisition (for example, the acquisition of the foreign parent of the Canadian business) where the Canadian business has assets of $50 million or more in value or if the Canadian business represents more than 50% of the assets of the original group and the Canadian business has assets of $5 million or more in value. Review and approval are also required for the acquisition or establishment of a new business in areas concerning "Canada's cultural heritage or national identity" such as book publishing, film production and distribution, television and radio, production and distribution of music, and the oil and natural gas industry, regardless of the size of the investment.

In the context of the Company, in essence, three methods of acquiring control of a Canadian business are regulated by the ICA: (i) the acquisition of all or substantially all of the assets used in carrying on the Canadian business; (ii) the acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on the Canadian business; and (iii) the acquisition of voting of an entity which controls, directly or indirectly, another entity carrying on a Canadian business. An acquisition of a majority of the voting interests of an entity, including a corporation, is deemed to be an acquisition of control under the ICA. An acquisition of less than one- third of the voting shares of a corporation is deemed not to be an acquisition of control. An acquisition of less than a majority, but one-third or more, of the voting shares of a corporation is presumed to be an acquisition of control unless it can be established that on the acquisition the corporation is not, in fact, controlled by the acquirer through the ownership of voting shares. For partnerships, trusts, joint ventures or other unincorporated entities, an acquisition of less than a majority of the voting interests is deemed not to be an acquisition of control.

In 1988, the ICA was amended pursuant to the Free Trade Agreement dated 1/2/88 between Canada and the United States to relax the restriction of the ICA. As a result of these amendments, except where the Canadian business is in the cultural, oil and gas, uranium, financial services or transportation sectors, the threshold for direct acquisition of control by U.S. investors and other foreign investors acquiring control of a Canadian business from U.S. investors has been raised from $5 million to $150 million of gross assets, and indirect acquisitions are not reviewable.

In addition to the foregoing, the ICA requires that all other acquisitions of control of Canadian businesses by non-Canadians are subject to formal notification to the Canadian government. These provisions require a foreign investor to give notice in the required form, which notices are for information, as opposed to review, purposes.

E. Taxation

The following summary of the material Canadian federal income tax considerations generally applicable in respect of the common stock reflects the Company’s opinion. The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holder’s particular circumstances. This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arm’s length with the Company, hold their common

27


stock as capital property and who will not use or hold the common stock in carrying on business in Canada. Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.

This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or “ITA”) and the Canada-United States Tax Convention (the “Tax Convention”) as at the date of the Registration Statement and the current administrative practices of Revenue Canada, Taxation. This summary does not take into account provincial income tax consequences.

This summary is not exhaustive of all possible income tax consequences. It is not intended as legal or tax advice to any particular holder of common stock and should not be so construed. Each holder should consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.

Based on management’s independent review, they believe that the tax discussion covers all material income tax consequences.

Disposition of Common Stock.

If a non-resident were to dispose of common stock of the Company to another Canadian corporation which deals or is deemed to deal on a non-arm’s length basis with the non-resident and which, immediately after the disposition, is connected with the Company (i.e., which holds shares representing more than 10% of the voting power and more than 10% of the market value of all issued and outstanding shares of the Company), the amount by which the fair market value of any consideration (other than any shares of the purchaser corporation) exceeds the paid-up capital of the common stock sold will be deemed to be taxable as a dividend paid by the purchasing corporation, either immediately or eventually by means of a deduction in computing the paid-up capital of the purchasing corporation, and subject to withholding taxes as described below.

Under the Tax Act, a gain from the sales of common stock by a non-resident will not be subject to Canadian tax, provided the shareholder (and/or persons who do not deal at arm’s length with the shareholder) have not held a “substantial interest” in the Company (25% or more of the shares of any class of the Company’s stock) at any time in the five years preceding the disposition. Generally, the Tax Convention will exempt from Canadian taxation any capital gain realized by the resident of the United States, provided that the value of the common stock is not derived principally from real property situated in Canada.

Dividend

In the case of any dividends paid to non-residents, the Canadian tax is withheld by the Company, which remits only the net amount to the shareholder. By virtue of Article X of the Tax Convention, the rate of tax on dividends paid to residents of the United States is generally limited to 15% of the gross dividend (or 10% in the case of certain corporate shareholders owning at least 10% of the Company’s voting shares). In the absence of the treaty provisions, the rate of Canadian withholding tax imposed on non-residents is 25% of the gross dividend. Stock dividends received by non-residents from the Company are taxable by Canada as ordinary dividends.

Where a holder disposes of common stock to the Company (unless the Company acquired the common stock in the open market in the manner in which shares would normally be purchased by any member of the public) will result in a deemed dividend to the U.S. holder equal to the amount by which the consideration paid by the Company exceeds the paid-up capital of such stock, the amount of such dividend will be subject to withholding tax as described above.

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Capital Gains

A non-resident of Canada is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of a share of a class that is listed on a prescribed stock exchange unless the share represents “taxable Canadian property” to the holder thereof. A common share of the Company will be taxable Canadian property to a non-resident holder if, at any time during the period of five years immediately preceding the disposition, the nonresident holder, persons with whom the non-resident holder did not deal at arm’s length, or the non-resident holder and persons with whom he/she did not deal at arm’s length owned 25% or more of the issued shares of any class or series of the Company. In the case of a non-resident holder to whom shares of the Company represent taxable Canadian property and who is resident in the United States, no Canadian tax will be payable on a capital gain realized on such shares by reason of the Canada-United States Income Tax Convention 1980) (the “Treaty”) unless the value of such shares is derived principally from real property situated in Canada or the non-resident holder previously held the shares while resident in Canada. However, in such a case, certain transitional relief under the Treaty may be available.

Certain United States Federal Income Tax Consequences

The following is a discussion of certain possible United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not address all potentially relevant Federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of Federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (“the Code”), Treasury Regulations, published Internal Revenue Service (“IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possible on a retroactive basis, at any time. In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares of the Company should consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.

Based on management’s independent review, they believe that the discussion covers all material tax consequences.

U.S. Holders

As used herein, a (“U.S. Holder”) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof and any other person or entity whose ownership of common shares of the Company is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of common shares of the Company is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation.

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Distribution on Common Shares of the Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s United States Federal Income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s United States Federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his/her or its application of this limitation. The various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of common shares of the Company should consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company. This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders which are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

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Other Considerations

In the following circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company.

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% or more of the Company’s gross income for such year was derived from certain passive sources (e.g. from dividends received from its subsidiaries), the Company would be treated as a “foreign personal holding company.” In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allowable portions of such passive income to the extent the Company does not actually distribute such income.

Foreign Investment Company

If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.

Passive Foreign Investment Company

As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1296 of the Code, depending upon the percentage of the Company’s assets which is held for the purpose of producing passive income.

Certain United States income tax legislation contains rules governing PFICs which can have significant tax effects on U.S. Shareholders of foreign corporations. These rules do not apply to non-U.S. shareholders. Section 1296 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value or, if the Company is a controlled foreign corporation or makes an election, by adjusted tax basis, of its assets that produce or are held for the production of “passive income”, is 50% or more.

A U.S. shareholder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to U.S. Federal income taxation under one of two alternative tax regimes at the election of each such U.S. shareholder. The following is a discussion of such two alternative tax regimes applied to such U.S. shareholders of the Company.

A U.S. shareholder who elects in a timely manner to treat the Company as a Qualified Electing Fund (“QEF”), as defined in the Code (an “Electing U.S. Shareholder”), will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which the Company qualifies as a PFIC on his pro-rata share of the Company’s (i) “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will

31


be taxed as long-term capital gain to the Electing U.S. Shareholder and (ii) “ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Shareholder, in each case, for the shareholder’s taxable year in which (or with which) the Company’s taxable year ends, regardless of whether such amounts are actually distributed.

The effective QEF election also allows the Electing U.S. Shareholder to (i) generally treat any gain realized on the disposition of his Common Shares (or deemed to be realized on the pledge of his Common Shares) as capital, (ii) treat his share of the Company’s net capital gain, if any, as long-term capital gain instead of ordinary income, and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the Company’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge on the deferred taxes. If the Electing U.S. Shareholder is not a corporation, such an interest charge would be treated generally as “personal interest” that can be deducted only when it is paid or accrued an is only 10% deductible in taxable years beginning in 1990 and not deductible at all in taxable years beginning after 1990.

The procedures a U.S. Shareholder must comply with in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. Shareholder’s holding period in which the Company is a PFIC. If the U.S. Shareholder makes a QEF election in such first year, i.e. a timely QEF election, then the U.S. Shareholder may make the QEF election by simply filing the appropriate documentation at the time the U.S. Shareholder files its tax return for such first year. If, however, the Company qualified as a PFIC in a prior year during such shareholder’s holding period, then in addition to filing documents, the U.S. Shareholder must elect to recognize (i) (under the rules of Section 1291 discussed below), any gain that he would otherwise recognize if the U.S. Shareholder sold his stock on the application date or (ii) if the Company is a controlled foreign corporation, and such shareholder so elects, his/her allocable portion of the Company’s post-1986 earnings and profits.

When a timely QEF election is made, if the Company no longer qualifies as a PFIC in a subsequent year, normal code rules will apply. It is unclear whether a new QEF election is necessary if the Company thereafter re-qualifies as a PFIC. U.S. Shareholders should seriously consider making a new QEF election under those circumstances.

If a U.S. Shareholder does not make a timely QEF election in the year in which it holds (or is deemed to have held) the shares in question and the Company is a PFIC (a “Non-resident U.S. shareholder”), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on disposition (or deemed to be realized by reason by of a pledge) of his/her common shares and (ii) certain “excess contributions”, as specially defined, by the Company.

Non-electing U.S. shareholders generally would be required to pro-rata all gains realized on the disposition of his/her common shares and all excess distributions over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. shareholder (other than years prior to the first taxable year of the Company during such U.S. Shareholder’s holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. Shareholder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such tax liability had been due with respect to each such prior year. A Non-electing U.S. Shareholder that is not a corporation must treat this interest charge as “personal interest” which, as discussed above, is partially or wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.

If the Company is a PFIC for any taxable year during which a Non-electing U.S. Shareholder holds common shares, then the Company will continue to be treated as a PFIC with respect to such common shares, even if it is no longer definitionally a PFIC. A Non-electing U.S. Shareholder may terminate this deemed PFIC status by electing to recognize a gain (which will be taxed under the rules discussed above for Non-electing U.S. Shareholders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC.

32


Under Section 1291(f) of the Code, the Department of the Treasury has issued proposed regulations that would treat as taxable certain transfers of PFIC stock by Non-electing U.S. Shareholders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death.

Certain special, generally adverse, rules will apply with respect to the common shares while the Company is a PFIC whether or not it is treated as a QEF. For example under Section 1297(b)(6) of the Code, a U.S. shareholder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such stock.

The foregoing discussion is based on existing provisions of the Code, existing and proposed regulations thereunder, and current administrative ruling and court decisions, all of which are subject to change. Any such change could affect the validity of this discussion. In addition, the implementation of certain aspects of the PFIC rules requires the issuance of regulations which in many instances have not been promulgated and which may have retroactive effect. There can be no assurance any of these proposed regulations will be enacted or promulgated, and if so, the form they will take or the effect that they may have on this discussion. Accordingly, and due to the complexity of the PFIC rules, U.S. persons who are shareholders of the Company are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in the Company.

Controlled Foreign Corporation

If more than 50% of the voting power of all classes of stock or the total value of the stock of the Company is owned, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own 10% or more of the total combined voting power of all classes of stock of the Company or the total value of the stock of (“United States Shareholder”) the Company, could be treated as a “controlled foreign corporation” under Subpart F of the Code. This classification would effect many complex results including the required inclusion by such United States shareholders in income of their pro rata shares of “Subpart F income” (as specially defined by the Code) of the Company and the Company’s earnings invested in U.S. property and earnings invested “excess passive assets” (as specifically defined by the Code). In addition, under Section 1248 of the Code, gain from the sale or exchange of common shares of the Company by a U.S. person who is or was a United States shareholder (as defined in the Code) at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of earnings and profits of the company attributable to the stock sold or exchanged. Because of the complexity of Subpart F., and because it is not clear that the Company is a controlled foreign corporation, a more detailed review of these rules is outside of the scope of this discussion.

F. Dividends and Paying Agents

This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.

G. Statement By Experts

This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.

F. Documents on Display

Any of the documents referred to in this Form 20-F can be viewed at the office of the Company, which is located at Suite 306 – 1140 Homer Street, Vancouver, British Columbia, V6B 2X6 during normal business hours. All of the documents referred to above are in English.

33


I. Subsidiary Information

This information is not required for reports filed in the United States.

ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a small business issuer, and as such, does not need to provide the information required by this Item 11.

ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable

ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

Not applicable

ITEM 15 CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2004, being the date of our most recently completed fiscal year. This evaluation was carried out under the supervision and with the participation of our Chairman, Mr. Dennis Higgs and Ms. Aileen Lloyd, member of the audit committee. Based upon that evaluation, our Chairman concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chairman and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal year ended August 31, 2004 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

34


Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.

ITEM 16 [RESERVED]

ITEM 17 FINANCIAL STATEMENTS

The financial statements as required under Item 17 are attached hereto and found immediately following the text of this Form 20-F. The Auditors Report of Morgan & Co., Chartered Accountants, for the audited financial statements is included herein immediately preceding the audited financial statements.

ITEM 18

FINANCIAL STATEMENTS

Not applicable

ITEM 19

EXHIBITS

A. Audited Consolidated Financial Statements and Financial Statement Schedules:
   
  Auditor's Report, dated December 1, 2004; 
   
  Consolidated Balance Sheet at 8/31/03 and 8/31/04; 
   
  Consolidated Statements of Operations and Deficit for the years ended 08/31/03, and  08/31/04; 
   
  Consolidated Statements of Cash Flow for the years ended 08/31/03 and 08/31/04; 
   
  Notes to Consolidated Financial Statements 

B. Exhibits  
     
  Exhibit 
Description
  Number
     
  31.1 Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; (1)
     
  31.2 Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; (1)

35



  32.1
     
  32.2
     
  10.1
     
  10.2
     
  10.3
     
  10.4
     
  10.5
(1) Filed as an Exhibit to this Form 20-F

Signatures

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

MIRANDA GOLD CORP.

Registrant


Date: January 5, 2005

By: "Aileen Lloyd"                        
Aileen Lloyd, Director

36


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

 

F-1


AUDITORS' REPORT

To the Shareholders
Miranda Gold Corp.
(Formerly Miranda Diamond Corp.)

We have audited the consolidated balance sheets of Miranda Gold Corp. (formerly Miranda Diamond Corp.) as at August 31, 2004 and 2003, and the consolidated statements of operations and deficit, and cash flows for the years ended August 31, 2004, 2003 and 2002. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2004 and 2003, and the results of its operations and cash flows for the years ended August 31, 2004, 2003 and 2002, in accordance with Canadian generally accepted accounting principles.

Vancouver, Canada    “Morgan & Company” 
     
December 1, 2004    Chartered Accountants 
     
     
     
Tel: (604) 687-5841
P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075
Suite 1488 - 700 West Georgia Street
www.morgan-cas.com
Vancouver, B.C. V7Y 1A1
   

F-2


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

CONSOLIDATED BALANCE SHEETS

 
AUGUST 31
 
    2004   2003  
       
ASSETS       
       
Current       
       Cash and short term deposits  $  1,611,118   $ 289,750  
       Accounts receivable    8,777   7,217  
       Prepaid expenses    37,007   27,241  
    1,656,902   324,208  
           
Investment (Note 2)    88,000   -  
Capital Assets (Note 3)    59,874   10,082  
Mineral Properties (Note 4)    197,613   311,047  
Deferred Exploration Expenditures    198,466   381,500  
             
  $  2,200,855   $ 1,026,837  
       
LIABILITIES       
       
Current       
       Accounts payable and accrued liabilities  $  46,708   $ 24,304  
       
SHAREHOLDERS’ EQUITY       
           
Share Capital (Note 5)    7,429,182   5,071,869  
           
Contributed Surplus    939,323   96,967  
           
Deficit    (6,214,358 )  (4,166,303
    2,154,147   1,002,533  
             
  $  2,200,855   $ 1,026,837  

Approved by the Directors:

“Dennis L. Higgs”   “Aileen Lloyd”

F-3


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

  YEARS ENDED AUGUST 31  
    2004     2003     2002  
                   
Expenses             
       Amortization  $  11,238   1,779   -  
       Consulting    83,623     -     -  
       Corporate finance services    14,675     69,093     -  
       Interest and foreign exchange    6,314     7,960     3,807  
       Investor relations    159,011     37,038     -  
       Office rent, telephone, secretarial and             
           sundry    169,381     142,713     129,921  
       Professional fees    31,625     34,677     57,249  
       Management fees    60,000     60,000     38,000  
       Property examination costs    15,713     17,537     25,611  
       Stock based compensation    801,439     54,148     -  
       Travel and business promotion    141,312     26,487     6,614  
       Transfer agent and regulatory fees    35,470     28,521     18,492  
       Wages and benefits    99,018     -     -  
    1,628,819     479,953     279,694  
       Less: Interest income    (13,789 )    (2,066   (894
                   
Loss Before The Following    1,615,030     477,887     278,800  
                   
Loss On Sale Of Mineral Properties    595     -     -  
Mineral Property Option Payments             
   Received In Excess Of Cost    (8,216 )    -     -  
Write Off Of Abandoned Mineral             
   Properties And Related Exploration             
   Expenditures    440,646     34,839                -  
                   
Loss For The Year    2,048,055     512,726     278,800  
                   
Deficit, Beginning Of Year    4,166,303     3,653,577     3,374,777  
                   
Deficit, End Of Year  $  6,214,358   4,166,303   3,653,577  
                   
                   
Basic And Diluted Loss Per Share  $  0.11   0.07   0.12  
                   
                   
Weighted Average Number Of Shares             
   Outstanding    18,082,282     7,868,244     2,257,437  

F-4


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

  YEARS ENDED AUGUST 31  
    2004     2003     2002  
                   
Cash Flows From Operating Activities             
       Loss for the year  $  (2,048,055 )  (512,726 (278,800
       Add (Deduct): Non-cash items:             
                   Amortization    11,238     1,779     -  
                   Stock based compensation    801,439     54,148     -  
                   Loss on sale of mineral properties    595     -     -  
                   Mineral property option payments             
                       received in excess of cost    (8,214 )    -     -  
                   Write off of abandoned mineral             
                       properties and related exploration             
                       expenditures    440,646     34,839     -  
    (802,351 )    (421,960   (278,800
       Change In non-cash working capital             
       items:             
                   Accounts receivable    (1,560 )    4,694     (6,395
                   Prepaid expenses    (9,766 )    (16,052   (2,189
                   Accounts payable and accrued    22,404     14,661     (6,153
                   liabilities             
    (791,273 )    (418,657   (293,537
                   
Cash Flows From Investing Activities             
       Capital assets    (61,030 )    (11,861   -  
       Mineral property option payments    135,395     -     -  
       received             
       Proceeds on sale of mineral properties    121,195     -     -  
       Mineral properties    (162,149 )    (134,126   (60,719
       Exploration expenditures    (248,980 )    (196,716   (10,716
    (215,569 )    (342,703   (71,435
                   
Cash Flows From Financing Activities             
       Issue of share capital    2,328,210     790,255     500,000  
       Share issue costs    -     (5,750   (16,400
       Special warrant subscriptions received    -     -     200,000  
       Loan payable    -     -     (70,000
    2,328,210     784,505     613,600  
                   
Increase In Cash And Cash Equivalents    1,321,368     23,145     248,628  
                   
Cash And Cash Equivalents, Beginning             
   Of Year    289,750     266,605     17,977  
                   
Cash And Cash Equivalents, End Of Year  $  1,611,118   289,750   266,605  

F-5


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:

During the year ended August 31, 2004, the Company issued 215,000 share purchase warrants with a fair value of $70,020 pursuant to mineral property option agreements described in notes 4(c), 4(d), 4(e), and 4(f).

During the year ended August 31, 2004, the Company received 2,750,000 common shares with a fair value of $88,000 pursuant to the mineral property sale and option agreements described in Note 4(b).

During the year ended August 31, 2003, the Company issued 200,000 share purchase warrants with a fair value of $48,820 pursuant to mineral property option agreements described in notes 4(c) and 4(d).

During the year ended August 31, 2002, the Company issued 72,000 units at a fair value of $14,400 per unit as part commission for a private placement, and 330,000 common shares at a fair value of $66,000 per share as part consideration under the mineral property option agreements described in Note 4(b).

F-6


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

1. a) NATURE OF OPERATIONS
       
   
The Company is in the process of exploring its mineral properties and has not yet determined whether the properties contain ore reserves that are economically recoverable.
       
   
The recoverability of amounts shown as mineral properties and related deferred exploration expenditures is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, and the ability of the Company to obtain profitable production or proceeds from the disposition thereof.
     
  b) SIGNIFICANT ACCOUNTING POLICIES
     
    i) Consolidation
       
     
These financial statements include the accounts of the Company and its wholly owned U.S. subsidiary, Miranda U.S.A., Inc., and its Mexican subsidiary, Minas Miranda S.A. de C.V.
       
    ii) Use of Estimates
       
     
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses for the periods reported. Actual results could differ from these estimates.
       
    iii) Capital Assets
       
      Capital assets are recorded at cost and are amortized over their economic lives using the declining balance method using the following rates:

  Computer equipment  30%  
  Computer software  100%  
  Field equipment  25%  
  Furniture and fixtures  20%  

    iv) Financial Instruments
       
     
The Company’s financial instruments consist of cash and short term deposits, accounts receivable, and accounts payable and accrued liabilities.

F-7


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

1. b) SIGNIFICANT ACCOUNTING POLICIES (Continued)
       
    iv)
Financial Instruments (Continued)
       
     
Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.
       
    v)
Mineral Properties and Related Deferred Exploration Expenditures
       
     
The Company defers all direct exploration expenditures on mineral properties in which it has a continuing interest to be amortized over the productive period when a property reaches commercial production. On abandonment of any property, applicable accumulated deferred exploration expenditures will be written off.
       
    vi)
Future Income Taxes
       
     
Income taxes are calculated using the liability method of accounting. Temporary differences arising from the difference between the tax basis of an asset or liability and its carrying amount on the balance sheet are used to calculate future income tax liabilities or assets. Future tax assets are recognized to the extent that they are considered more likely than not to be realized. Future income tax liabilities or assets are calculated using the tax rates anticipated to apply in the periods that the temporary differences are expected to reverse.
       
    vii)
Loss Per Share
       
     
Loss per common share has been calculated using the weighted average number of common shares.
       
     
The Company follows the accounting standard for the calculation of net loss per share which follows the “treasury stock method” in the calculation of diluted net loss per share, and requires the presentation of both basic and diluted net loss per share on the face of the consolidated statement of operations and deficit regardless of the materiality of the difference between them.
       
     
Diluted net earnings per share is computed by dividing the net earnings for the period by the weighted average number of shares of common stock and potential common stock outstanding during the period, if dilutive.
       
    viii)
Investments
       
     
The Company records portfolio investments at cost. The cost of portfolio investments is written down to market value when a decline in value is other than temporary.

F-8


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

1. b) SIGNIFICANT ACCOUNTING POLICIES (Continued)
       
    ix)
Foreign Currency Translation
       
     
Transactions recorded in United States dollars and Mexican new pesos have been translated into Canadian dollars using the Temporal Method as follows:
       
     
i)
monetary items at the rate prevailing at the balance sheet date;
     
ii)
non-monetary items at the historical exchange rate;
     
iii)
revenue and expense at the average rate in effect during the applicable accounting period.
       
     
Gains or losses arising on translation are included in the results of operations.
       
    x)
Stock Based Compensation
       
     
In September 2003, the CICA issued an amendment to Section 3870 – “Stock Based Compensation and Other Stock Based Payments”. The amended section is effective for fiscal years beginning on or after January 1, 2004. The amendment requires that companies measure all stock based payments using the fair value method of accounting and recognize the compensation expense in their financial statements. The Company implemented this amended standard in their fiscal year ended August 31, 2004 on a prospective basis in accordance with the early adoption provisions of the standard. According to the transitional provisions, early adoption requires that compensation expense be calculated and recorded in the statement of operations for options granted on or after September 1, 2003.
       
     
Under this amended standard, the Company must account for compensation expense based on the fair value of rights granted under its stock based compensation plan. Under this method, compensation costs attributable to share options granted to employees or directors is measured at fair value at the grant date, and expensed over the expected exercise time frame with a corresponding increase to contributed surplus. Upon exercise of the stock options, consideration paid by the option holder, together with the amount previously recognized in contributed surplus, is recorded as an increase to share capital.
       
     
Previously, the Company accounted for its stock based compensation using the intrinsic value method.

F-9


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

1. b) SIGNIFICANT ACCOUNTING POLICIES (Continued)
       
    x) Stock Based Compensation (Continued)
       
     
The following table presents pro-forma information related to loss and loss per share as if the fair value method had been used to account for stock based compensation costs arising from stock options granted to employees during the year ended August 31, 2003:

  Loss for the year  (512,726
  Compensation expense related to fair value of stock options granted     
     to employees    (149,089
         
  Pro-forma loss for the year  (661,815
         
  Pro-forma basic loss per share  (0.08

2. INVESTMENT

       2004      2003   
                 
                 
  2,750,000 common shares of Otish Mountain Diamond Company. These common shares are subject to a hold period and are not  freely tradable until December 12, 2004. (Market value 2004 - $715,000 ).    $  88,000   -  

3. CAPITAL ASSETS

    2004     2003  
                  NET     NET  
            ACCUMULATED     BOOK     BOOK  
      COST     AMORTIZATION     VALUE     VALUE  
                           
                           
  Computer equipment  23,943    6,616    $  17,327    10,082   
  Computer software    1,050      525      525       
  Furniture and fixtures    4,445      444      4,001       
  Field equipment    43,453      5,432      38,021       
                           
    72,891    13,017    $  59,874    10,082   

F-10


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

4. MINERAL PROPERTIES

        2004     2003  
  a)  Secret Basin Property, Nevada         
                 
    The Company has acquired a 100% interest in the Secret         
    Basin property located in Nye County, Nevada for U.S.         
    $5,000 and the issuance of 10,000 shares. The Company         
    will issue an additional 60,000 shares upon the project         
    reaching certain development and exploration milestones         
    including positive pre-feasibility and feasibility.  $  18,400   18,400  
                 
    Option payment received    (1,492 )    (1,492
    Write down    (16,908 )    -  
        -     16,908  
                 
    The Company has granted an option to acquire a 50%            
    interest in its Secret Basin, Nevada property for the            
    following consideration:            
                 
    - cash payment of US$1,000;            
    - exploration expenditures totalling U.S. $250,000 by            
       June 30, 2004, US$10,000 of which must be            
       expended by April 30, 2004.            
                 
    During the year ended August 31, 2004, the Company            
    abandoned its interest in the Secret Basin Property.            
                 
  b) Otish Mountains, Quebec            
                 
    The Company has acquired a 100% interest, subject to            
    certain net smelter return and gross overriding royalty            
    obligations, in nine mineral properties, comprising a total            
    of 766 mineral claims covering 96,957 acres, located in            
    the Otish Mountains region of Quebec. Consideration            
    payable for each property is as follows:            

F-11


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

4. MINERAL PROPERTIES (Continued)

                  2004     2003  
                           
  b)  Otish Mountains, Quebec (Continued)                 
                           
    PROPERTY   CASH   SHARES        
                           
    Lac Leran  $ 23,000    165,000 common shares         
    Lac Pigeon  $ 23,000    165,000 common shares         
    Lac Leran #2  $ 129           
    Lac Pigeon #2  $ 5,271           
    Lac Joubert  $ 4,341     -         
    Lac Orillat  $ 4,978           
    Lac Herve  $ 27,700           
    Lac Square Rock  $ 7,500     -         
    Lac Taffanel  $ 6,000           
                           
    Total consideration paid            $ 197,919   $ 197,919   
    Sale of interest              (50,648 )     
    Option payments received              (95,349 )     
    Write down              (51,922 )     
                  -     197,919   
                           
    In addition, an annual advance royalty payment of $15,000 is payable under the Lac Leran and Lac Pigeon property agreements.              
                           
    During the year ended August 31, 2004, the Company sold its 100% interest in the Lac Leran #2, Lac Joubert, Lac Orillat, Lac Herve, Lac Square Rock and Lac Taffanel Properties for net proceeds of $55,100, 1,250,000 common shares of Otish Mountain Diamond Corp. (“OMDC”), and the retention of a 1% net smelter return and gross overriding royalty.              
                           
    On November 4, 2003, the Company entered into a Letter of Intent on a joint venture proposal for the Lac Leran Property. The Company will option a 45% interest on the property to OMDC for consideration of:              

F-12


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

4. MINERAL PROPERTIES (Continued)

        2004   2003  
               
  b)  Otish Mountains, Quebec (Continued)         
               
    i)  $45,000 of which $25,000 is due upon signing the         
      Letter of Intent (received), and $20,000 (received) is         
      due upon the earlier of receiving geological samples         
      and reports or February 29, 2004;         
               
    ii)  1,500,000 shares of OMDC (received).         
               
  c)  Hercules Project, Imperial Mine Property, and Gilman         
    Property, Nevada         
               
    The Company has entered into an option agreement for         
    the acquisition of a 100% interest in three mineral         
    properties in Nevada. Consideration payable under the         
    option agreement is as follows:         
               
    i)  In connection with the signing of the agreement and its         
      acceptance by the TSX Venture Exchange,         
      US$20,000 in cash and warrants to purchase 100,000         
      shares at $0.25 for two years. US$5,000 due upon         
      signing the agreement and the balance payable within         
      90 days.         
               
    ii)  On or before September 18, 2003, US$16,000 in         
      cash, US$75,000 in exploration expenditures and         
      warrants to purchase 50,000 shares at $0.25 for two         
      years.         
               
    iii)  On or before September 18, 2004, US$20,000 in         
      cash, US$75,000 in exploration expenditures and         
      warrants to purchase 50,000 shares at $0.25 for two         
      years.         
               
    iv)  On or before September 18, 2005, US$24,000 in         
      cash, US$150,000 in exploration expenditures and         
      warrants to purchase 75,000 shares at $0.30 for two         
      years.         

F-13


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

4. MINERAL PROPERTIES (Continued)

          2004     2003  
                   
  c)  Hercules Project, Imperial Mine Property, and Gilman       
    Property, Nevada (Continued)       
                   
    v)  On or before September 18, 2006, US$40,000 in       
      cash, US$150,000 in exploration expenditures and       
      warrants to purchase 75,000 shares at $0.35 for two       
      years.       
                   
    vi)  On or before September 18, 2007, US$60,000 in       
      cash, US$200,000 in exploration expenditures and       
      warrants to purchase 100,000 shares at $0.40 for two       
      years.       
                   
    In addition, the Company has agreed to pay a finder’s fee       
    consisting of warrants to purchase 50,000 shares at       
    $0.25, 5% of the cash payments paid by the Company,       
    and warrants to purchase 50,000 shares at $0.40 once a       
    positive feasibility study has been produced for any one of       
    the three properties in the agreement.       
                   
    During the year ended August 31, 2003, the Company       
    terminated its option in the Gilman Property.       
                   
    During the year ended August 31, 2004, the Company       
    entered into a letter of intent to joint venture the Hercules       
    Project. The Company also sold its option in the Imperial       
    Mine Property for net proceeds of US$50,000.       
                   
    The option in the Hercules Project was written off as the       
    Company abandoned its option subsequent to August       
    31, 2004.       
                   
    Consideration paid to date  $ 85,283   $ 49,149  
    Option payments received    (13,778 )    -  
    Write down    (47,133 )    (9,526
    Sale of interest    (24,372 )    -  
        -     39,623  

F-14


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

4. MINERAL PROPERTIES (Continued)

          2004     2003  
                   
  d)  Blackrock Project, Cold Springs Project, Troy Project             
    and Redlich Project, Nevada             
                   
    The Company has entered into an option agreement for             
    the acquisition of a 100% interest in four mineral             
    properties in Nevada. Consideration payable under the             
    option agreement is as follows:             
                   
    i)  In connection with the signing of the agreement and             
      its acceptance by the TSX Venture Exchange,             
      US$20,000 in cash and warrants to purchase 100,000             
      shares at $0.40 for two years. US$5,000 payable due             
      upon signing the agreement and the balance payable             
      by April 23, 2003.             
                   
    ii)  On or before January 23, 2004, US$6,000 in cash,             
      US$22,500 in exploration expenditures and warrants             
      to purchase 15,000 shares at $0.40 for two years.             
                   
    iii)  On or before January 23, 2005, US$7,500 in cash,             
      US$22,500 in exploration expenditures and warrants             
      to purchase 15,000 shares at $0.40 for two years.             
                   
    iv)  On or before January 23, 2006, US$9,000 in cash,             
      US$45,000 in exploration expenditures and warrants             
      to purchase 22,500 shares at $0.45 for two years.             
                   
    v)  On or before January 23, 2007, US$15,000 in cash,             
      US$45,000 in exploration expenditures and warrants             
      to purchase 22,500 shares at $0.50 for two years.             
                   
    vi)  On or before January 23, 2008, US$22,500 in cash,             
      US$60,000 in exploration expenditures and warrants             
      to purchase 30,000 shares at $0.55 for two years.             

F-15


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

4. MINERAL PROPERTIES (Continued)

          2004     2003  
                   
  d)  Blackrock Project, Cold Springs Project, Troy Project           
    and Redlich Project, Nevada (Continued)           
                   
    During the year ended August 31, 2004, the Company           
    terminated its options in the Blackrock and Cold Springs           
    Projects.           
                   
    During the year ended August 31, 2004, the Company           
    entered into a letter of intent to joint venture the Redlich           
    Project.           
                   
    Consideration paid to date  $ 70,424   $ 56,597   
    Option payments received    (15,403 )     
    Write down    (39,618 )     
          15,403     56,597   
                   
  e)  Bald Peak Project, Nevada           
                   
    The Company has entered into an option agreement for           
    the acquisition of a 100% interest in a mineral project in           
    Mineral County, Nevada. Consideration payable under           
    the option agreement is as follows:           
                   
    i)  In connection with signing the agreement, US$7,500           
      in cash, US$2,000 immediately, and US$5,500           
      within 15 days.           
                   
    ii)  Within 45 days of signing, warrants to purchase           
      25,000 shares at $0.25 for two years.           
                   
    iii)  On or before the earlier of the drilling permit           
      approval date or November 19, 2005, US$10,000           
      in cash and warrants to purchase 25,000 shares at           
      $0.25 for two years.           
                   
    iv)  On or before one year from (iii) above, US$15,000           
      in cash and warrants to purchase 25,000 shares at           
      $0.30 for two years.           

F-16


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

4. MINERAL PROPERTIES (Continued)

          2004     2003  
                   
  e)  Bald Peak Project, Nevada (Continued)             
                   
    v)  On or before two years from (iii) above,             
      US$25,000 in cash and warrants to purchase             
      25,000 shares at $0.35 for two years.             
                   
    vi)  On or before three years from (iii) above,             
      US$35,000 in cash and warrants to purchase             
      25,000 shares at $0.40 for two years.             
                   
    vii)  On or before four years from (iii) above,             
      US$50,000 in cash and warrants to purchase             
      50,000 shares at $0.45 for two years.             
                   
    viii)  On or before five years from (iii) above,             
      US$35,000 in cash and warrants to purchase             
      50,000 shares at $0.50 for two years.             
                   
      Consideration paid to date  $  24,505   $ -  
                   
  f) Red Canyon Property, Nevada            
                   
    The Company has entered into a mining lease and            
    option to purchase agreement for the lease of a mineral            
    property in Nevada. Consideration payable under the            
    20 year lease agreement is payable as follows:            
                   
    i) On signing the agreement, US$26,200 in cash and warrants to purchase 75,000 shares at CDN$0.37 for two years.            
                   
    ii) US$25,000 on or before November 18, 2004            
                   
    iii) US$35,000 on or before November 18, 2005.            
                   
    iv) US$40,000 on or before November 18, 2006.            
                   
    v) US$50,000 on or before November 18, 2007 and 2008.            

F-17


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

4. MINERAL PROPERTIES (Continued)

          2004     2003  
  f)  Red Canyon Property, Nevada (Continued)             
                   
    vi)  US$75,000 on or before November 18, 2009             
      through 2012.             
                   
    vii)  US$100,000 on or before November 18, 2013             
      through 2023.             
                   
    Consideration paid to date  $  69,371   $ -  
                   
    g) BPV, CONO, Coal Canyon and Red Hill Projects, Nevada            
                   
      The Company has entered into mining leases on four
mineral properties in Nevada. Consideration payable
under the 20 year lease agreement for each of BPV,
CONO and Coal Canyon is payable as follows:
           
                   
    i) On signing the agreement, US$6,250 in cash (paid).            
                   
    ii) US$6,250 on or before May 27, 2005 and 2006.            
                   
    iii) US$10,000 on or before May 27, 2007 and 2008.            
                   
    iv) US$12,500 on or before May 27, 2009.            
                   
    v) US$15,000 on or before May 27, 2010.            
                   
    vi) US$30,000 on or before May 27, 2011 and 2012.            
                   
    vii) US$40,000 on or before May 27, 2013 and 2014.            
                   
    viii) US$50,000 on or before May 27, 2015 through 2024.            
                   
    A 2.5% to 5% sliding scale production royalty that is subject to buy down provisions to 2% is also payable.            

F-18


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

4. MINERAL PROPERTIES (Continued)

        2004     2003  
  g)  BPV, CONO, Coal Canyon and Red Hill Projects,            
    Nevada (Continued)             
                   
    Consideration payable under the 20 year lease            
    agreement for the Red Hill Project is payable as follows:            
                   
    i)  On signing the agreement, US$6,250 in cash (paid).            
                   
    ii)  US$12,500 on or before May  27,  2005 and 2006.            
                   
    iii)  US$20,000 on or before May 27,  2007 and 2008.            
                   
    iv)  US$25,000 on or before May  27,  2009            
                   
    v)  US$30,000 on or before May  27,  2010            
                   
    vi)  US$40,000 on or before May  27,  2011 and 2012.            
                   
    vii)  US$50,000 on or before May  27,  2013 and 2014.            
                   
    viii) US$60,000 on or before May  27,  2015 through            
      2024 .            
                   
    A 2.5% to 5% sliding scale production royalty that is            
    subject to buy down provisions to 2% is also payable.            
                   
    Consideration paid to date for all four leases $  34,445   $ -  
                   
  h)  Fuse Property, Nevada             
                   
    The Company has staked 148 claims in Eureka County, Nevada.            
                   
    Staking cost    33,549     -  

F-19


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

4. MINERAL PROPERTIES (Continued)

          2004      2003   
                   
    i)  JDW Property, Nevada             
                   
      The Company has staked 62 claims in Eureka County,  Nevada.             
                   
      Staking cost  $ 13,826    $  
                   
    j)  Ettu Property, Nevada             
                   
      The Company has staked 28 claims in Kobeh Valley,  Nevada.             
                   
      Staking cost    6,514       
                   
        $ 197,613    $ 311,047   

5. SHARE CAPITAL
     
  a)

Authorized

100,000,000 common shares without par value

     
  b) Issued and Outstanding

      NUMBER   
      OF   CONSIDERATION  
      SHARES   
               
    Balance, August 31, 2002  5,121,760    $ 4,140,114  
               
    Shares issued for cash pursuant to a private placement  3,385,000  750,500  
    Shares issued on conversion of special warrants  1,472,500  147,250  
    Shares issued on exercise of options  40,000  5,600  
    Shares issued on exercise of warrants  281,500  34,155  
    Less: Share issue costs  (5,750
               
    Balance, August 31, 2003  10,300,760  5,071,869  

F-20


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

5. SHARE CAPITAL (Continued)
     
  b) Issued and Outstanding (Continued)

      NUMBER         
      OF      CONSIDERATION   
      SHARES         
               
    Balance, August 31, 2003  10,300,760    $ 5,071,869   
               
    Shares issued for cash pursuant to a private placement  4,650,000      782,500   
    Shares issued on exercise of options  455,000      76,100   
    Stock based compensation      29,103   
    Shares issued on exercise of warrants  6,683,625      1,469,610   
    Shares issued for commission pursuant to a private placement  79,875       
               
    Balance, August 31, 2004  22,169,260    $ 7,429,182   

  c)

During the year ended August 31, 2004, the Company completed a private placement of 1,250,000 units at $0.17 per unit. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share at $0.23 per share to December 7, 2005.

During the year ended August 31, 2004, the Company completed a private placement of 400,000 units at $0.30 per unit. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share at $0.40 per share to December 11, 2005.

During the year ended August 31, 2004, the Company completed a private placement of 3,000,000 units at $0.15 per unit. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share at $0.20 per share to November 6, 2005. In addition, the Company issued 79,875 units at a fair value of $0.15 per unit as commission relating to the private placement.

During the year ended August 31, 2003, the Company completed a private placement of 135,000 units at $0.20 per unit. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share at $0.24 per share to November 8, 2004.

During the year ended August 31, 2003, the Company completed a private placement of 300,000 units at $0.20 per unit. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share at $0.26 per share to January 20, 2005.

F-21


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

5. SHARE CAPITAL (Continued)
     
  c)

During the year ended August 31, 2003, the Company completed a private placement of 750,000 units at $0.21 per unit. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share at $0.28 per share to February 20, 2005.

During the year ended August 31, 2003, the Company completed a private placement of 2,200,000 units at $0.23 per unit. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common share at $0.30 per share to April 9, 2005. In addition, the Company paid $5,750 cash as a finder’s fee relating to the private placement.

     
  d)

Options Outstanding

As at August 31, 2004, options were outstanding for the purchase of common shares as follows:


NUMBER    PRICE         
OF    PER        EXPIRY 
SHARES    SHARE    EXERCISABLE    DATE 
             
34,000    $    0.14    34,000    December 14, 2006 
120,000    $    0.20    120,000    September 16, 2007 
546,000    $    0.27    399,500    June 18, 2008 
250,000    $    0.23    125,000    November 7, 2008 
150,000    $    0.35    75,000    December 8, 2008 
1,615,000    $    0.53    807,500    February 9, 2009 
25,000    $    0.65    25,000    July 26, 2007 

    A summary of the changes in stock options for the year ended August 31, 2004 is presented below:

          WEIGHTED  
          AVERAGE  
          EXERCISE  
      SHARES     PRICE  
               
    Balance, August 31, 2003  1,305,000   $ 0.22  
               
    Granted  2,090,000     0.48  
    Exercised  (455,000   (0.17
    Cancelled  (200,000   (0.30
               
    Balance, August 31, 2004  2,740,000   $ 0.42  

F-22


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

5. SHARE CAPITAL (Continued)
     
  e)

Share Purchase Warrants

As at August 31, 2004, share purchase warrants were outstanding for the purchase of common shares as follows:


NUMBER    PRICE     
OF    PER    EXPIRY 
SHARES    SHARE    DATE 
         
10,000    $0.25    October 16, 2004 
85,000    $0.24    November 8, 2004 
200,000    $0.26    January 20, 2005 
510,000    $0.28    February 18, 2005 
100,000    $0.40    March 13, 2005 
1,687,500    $0.30    April 8, 2005 
50,000    $0.25    September 18, 2005 
1,904,250    $0.20    November 7, 2005 
1,075,000    $0.23    December 7, 2005 
400,000    $0.40    December 11, 2005 
25,000    $0.25    January 9, 2006 
15,000    $0.40    January 23, 2006 
75,000    $ 0.37    February 6, 2006 

6.
RELATED PARTY TRANSACTIONS
     
 
a)
During the year ended August 31, 2004, the Company paid $60,000 (2003 - $60,000; 2002 - $38,000) to a company controlled by a director for management of the Company’s affairs.
     
 
b)
During the year ended August 31, 2004, the Company paid $128,321 (2003 - $106,283; 2002 - $102,377) to companies controlled by directors for rent, telephone, secretarial and office services.
     
 
c)
During the year ended August 31, 2004, the Company incurred $Nil (2003 - $61,729; 2002 - $Nil) in corporate finance services with an officer of the Company.
     
 
d)
The mineral properties described in Note 4(b) were acquired from a director, companies controlled by a director, and a company controlled by a person related to this same director.
     
 
e)
A director and officer of the Company holds a 10% interest in the properties described in Note 4(g).

F-23


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

7.

INCOME TAXES

At August 31, 2004, for Canadian income tax purposes, the Company has approximately $16,000 of undeducted expenditures for tax purposes expiring through August 2007 relating primarily to share issue costs, cumulative Canadian exploration and development expenses of approximately $574,000, which can be carried forward indefinitely, and approximately $2,364,000 of non-capital losses available for income tax purposes to reduce taxable income of future years that expire as follows:


2005  $    341,000 
2006    206,000 
2007    134,000 
2008    168,000 
2009    279,000 
2010    431,000 
2011    805,000 
     
  $ 2,364,000 

 
At August 31, 2004, the Company also has non-capital loss carryforwards of approximately $971,000 which can be applied to reduce income earned in the United States which expire as follows:

2009  $ 2,000 
2011    107,000 
2017    212,000 
2018    186,000 
2020    39,000 
2023    35,000 
2024    390,000 
     
  $ 971,000 

 
The ability of the Company to use the losses that expire prior to 2023 may be impacted by the application of provisions contained in the Internal Revenue Code of the United States.

F-24


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

7.

INCOME TAXES (Continued)

Future income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s future tax assets as of August 31 are as follows:


    2004     2003  
               
  Non-capital loss carryforwards  $ 1,200,000   $ 971,000  
  Share issue costs  5,000     9,000  
  Resource deductions  206,000     203,000  
  Total future assets  1,411,000     1,183,000  
  Valuation allowance  (1,411,000 )    (1,183,000
               
  Net future assets  $ -   $ -  

  A reconciliation of the Company’s effective income tax rate to the federal statutory rate follows:

      2004     2003  
               
  Tax at statutory rate  $ (738,000 )  $ (194,000
  Amortization of share issue costs for tax and accounting    (3,000 )    (3,000
  Other non deductible items    21,000     -  
  Effect on change in tax rate    50,000     40,000  
  Foreign earnings subject to different tax rates    4,000     100  
  Stock based compensation    289,000     21,000  
  Expiration of tax losses    149,000     132,000  
  Change in valuation allowance    228,000     3,900  
               
    $ -   $ -  

8. SUBSEQUENT EVENTS
     
  a)
Subsequent to August 31, 2004, the Company entered into an agreement to joint venture the Red Canyon Property described in Note 4(f). The Company is to receive an initial cash payment of US$30,000 and the joint venture partner will assume the lease payments. The joint venture agreement also provides for exploration expenditures of $2.5 million to be incurred by the joint venture partner prior to December 31, 2009 for the joint venture partner to earn a 60% interest in the Red Canyon Property. An additional 10% interest can be earned by the joint venture partner by it completing a feasibility study.

F-25


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

8. SUBSEQUENT EVENTS (Continued)
     
  b)
Subsequent to August 31, 2004, the Company entered into an agreement to joint venture the Red Hill Property described in Note 4(g). The Company is to receive an initial cash payment of US$49,875 and an additional US$500,000 over a four year earn-in period. The joint venture agreement also provides for exploration expenditures of $2.0 million to be incurred by the joint venture partner over a four year period for the joint venture partner to earn a 60% interest in the Red Hill Property. An additional 10% interest can be earned by the joint venture partner by it completing a feasibility study. After completion of the feasibility study, the Company can request that the joint venture partner arrange the Company’s portion of development financing, upon which case the joint venture partner will earn an additional 5% interest in the Red Hill Property.
     
  c)
Subsequent to August 31, 2004, the Company has entered into a 20 year lease for the Horse Mountain Property located in the Shoshone Range in Nevada for an initial cash payment of US$30,000, the issuance of 25,000 warrants to purchase 25,000 Miranda common shares at $0.70 for two years and advance royalty payments as follows:

    i)  On or before November 23, 2005 $ 30,000 
    ii)  On or before November 23, 2006 $ 30,000 
    iii)  On or before November 23, 2007 $ 40,000 
    iv)  On or before November 23, 2008 $ 40,000 
    v)  On or before November 23, 2009 $ 50,000 
    vi)  On or before November 23, 2010 $ 50,000 
    vii)  On or before November 23, 2011 $ 70,000 
    viii)  On or before November 23, 2012 $ 80,000 
    ix)  On or before November 23, 2013 $ 100,000 
    x)  And on or before each subsequent anniversary of November 23  $ 100,000 

   
The property is subject to a net smelter royalty of 3.5% .
     
  d)
Subsequent to August 31, 2004, 1,007,750 warrants were exercised for proceeds totaling $294,925, and 14,000 options were exercised for proceeds totaling $1,960.

F-26


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

9.

MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)

The Company prepares its financial statements in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”), which differ in certain respects from those principles that the Company would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The major differences between Canadian and US GAAP, which affect the Company’s financial statements, are described below, and their effect on the financial statements is summarized as follows:


      2004     2003     2002  
                     
  Loss in accordance with Canadian GAAP  $ (2,048,055 )  $ (512,726 $ (278,800
                     
  Deduct:             
           Mineral property costs incurred in the             
                    year and capitalized    (195,989 )    (176,945   (126,719
           Deferred exploration expenditures    (235,901 )    (196,716   (10,716
                     
  Add:             
         Mineral property option payments             
                    received    214,061     -     -  
           Mineral property costs written off in the             
                    period that would have been             
                    expensed in a prior period    514,297     34,839     -  
                     
  Loss in accordance with US GAAP  $ (1,751,587 )  $ (851,548 $ (416,235
                     
      2004     2003     2002  
                     
  Loss per share (US GAAP)  $ (0.10 )  $ (0.11 $ (0.18
                     
  Weighted average shares outstanding (US GAAP)    18,082,282     7,868,244     2,257,436  

F-27


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

9.

MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

Statement of Cash Flows in Accordance with US GAAP


      2004     2003     2002  
                     
  Cash flows from operating activities             
           Loss in accordance with US GAAP  $ (1,751,587 )  $ (851,548 $ (416,235
                     
  Adjustments to reconcile loss to net cash             
           used by operating activities             
                    Amortization    11,238     1,779     -  
                    Shares and warrants issued for other             
                             than cash    70,020     42,819     66,000  
                    Stock based compensation    801,439     54,148     -  
                    Acquisition of investments for non cash             
                             proceeds    (88,000 )    -     -  
                     
                    Change in non-cash working capital             
                             items:             
                                      Accounts receivable    (1,560 )    4,694     (6,395
                                      Prepaid expenses    (9,766 )    (16,052   (2,189
                                      Accounts payable    22,404     14,661     (6,153
      (945,812 )    (749,499   (364,972
                     
  Cash flows from investing activities             
           Capital assets    (61,030 )    (11,861   -  
                     
  Cash flows from financing activities             
           Issue of share capital    2,328,210     790,255     500,000  
           Share issue costs    -     (5,750   (16,400
           Special warrant subscriptions received    -     -     200,000  
           Loan payable    -     -     (70,000
      2,328,210     784,505     613,600  
                     
  Increase (Decrease) in cash  $ 1,321,368   $ 23,145   $ 248,628  

F-28


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

9.
MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

 

    2004     2003     2002  
                     
  Shareholders’ equity (deficiency) –           
           Canadian GAAP  $ 2,154,147   $ 1,002,533   $ 633,787  
  Mineral properties and deferred exploration           
           expenditures (i)  (396,079 )    (692,547   (353,725
  Unrealized gains on available for sale           
           securities (ii)  627,000     -     -  
                     
  Shareholders’ equity (deficiency) – US GAAP  $ 2,385,068   $ 309,986   $ 280,062  
                     
        2004     2003  
                     
  Mineral properties and deferred exploration expenditures –              
           Canadian GAAP    $ 396,079   $ 692,547  
  Mineral properties and deferred exploration expenditures              
           expensed per US GAAP      (396,079 )    (692,547
                     
  Mineral properties and deferred exploration expenditures – US GAAP    $ -   $ -  

  i)

Under Canadian GAAP, companies have the option to defer mineral exploration expenditures on prospective properties until such time as it is determined that further work is not warranted, at which point property costs would be written off. Under US GAAP, all exploration expenditures are expensed until an independent feasibility study has determined that the property is capable of commercial production. At this stage, the Company has not yet identified economically recoverable reserves on any of its properties. Accordingly, under US GAAP, all exploration costs incurred are expensed.

     
  ii)
The Company has no held-to-maturity debt securities or trading securities. The Company’s investments are classified as available-for-sale investments and carried at cost for Canadian GAAP purposes. US GAAP purposes, must have holding gains and losses reported as a separate component of shareholders equity until realized.

F-29


MIRANDA GOLD CORP.
(Formerly Miranda Diamond Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2004 AND 2003

9.
MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)
     
  iii)
Effective September 1, 2002, the Company adopted the CICA accounting standard in respect of stock based compensation. This new standard is substantially identical to United States GAAP. Under US GAAP, had the Company elected to recognize stock based compensation based on the estimated fair value of stock options granted, results would have been as follows:

    August 31, 2004     
             Loss for the year –  US GAAP  $ (1,751,587
             Loss per share    (0.10
           
    August 31, 2003     
             Loss for the year –  US GAAP    (1,000,638
             Loss per share    (0.13
           
    August 31, 2002     
             Loss for the year –  US GAAP    (480,776
             Loss per share    (0.21

F-30