Annual and Transition Report (foreign Private Issuer) (20-f)

OMB Number: 3235-0288

Expires: JULY 31, 2018

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 EXCHANGE ACT OF 1934

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

For the fiscal year ended August 31, 2017

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

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

Commission File Number 000-27760

MIRANDA GOLD CORP .

(Exact name of Registrant as specified in its charter)

BRITISH COLUMBIA, CANADA

(Jurisdiction of Incorporation or organization)

15381 – 36th Avenue, South Surrey, British Columbia, Canada, V3Z 0J5

(Address of Principal Executive Offices)

Len Goldsmith, +1-604-417-4653 (telephone) +1-604-648-8706 (facsimile),

15381 – 36th Avenue, South Surrey, British Columbia, Canada, V3Z 0J5

(Name, Telephone, Email and/or Facsimile number and address of Company contact person)

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
None		N/A

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

Common Shares, without par value
	(Title of Class)

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

N/A

(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 of the annual report:

105,005,077 common shares

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

YES [_] [X]

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

YES [_] [X]

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

YES [X] [_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

N/A YES [_] [_]

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

Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [X]

[_] Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [_]

[_] The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP [_] International Financial Reporting Standards as issued Other [_]

By the International Accounting Standards Board [X]

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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 [_] Item 18 [_]

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

Yes [_] No [X]

(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 [_]

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Table of Contents

Glossary of terms AND ABBREVIATIONS	3
NOTE ON FORWARD LOOKING INFORMATION	10
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES	11
ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	13
ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE	13
ITEM 3 KEY INFORMATION	13
A. Selected Financial Data	13
B. Capitalization and Indebtedness	14
C. Reasons for the Offer and Use of Proceeds	14
D. Risk Factors	14
ITEM 4 INFORMATION ON MIRANDA	21
A. History and Development of Miranda	21
B. Business Overview	24
C. Organizational Structure	25
D. Property	26
ITEM 4A UNRESOLVED STAFF COMMENTS	46
ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS	46
A. Operating Results	46
B. Liquidity and Capital Resources	48
C. Research and Development, Patents and Licenses	49
D. Trend Information	49
E. Off-Balance Sheet Arrangements	49
F. Tabular Disclosure of Contractual Obligations	50
G. Safe Harbor	50
ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	51
A. Directors and Senior Management	51
B. Compensation	52
C. Board Practices	54
D. Employees	57
E. Share Ownership	57
ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	59
A. Major Shareholders	59
B. Related Party Transactions	60
C. Interests of Experts and Counsel	60
ITEM 8 FINANCIAL INFORMATION	61
A. Consolidated Statements and Other Financial Information	61
B. Significant Changes	61
ITEM 9 THE OFFER AND LISTING	61
A. Offer and Listing Details	61
B. Plan of Distribution	62
C. Markets	63
D. Dilution	63
E. Expenses of the Issue	63
ITEM 10 ADDITIONAL INFORMATION	63
A. Share Capital	63

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B. Memorandum and Articles of Association	63
C. Material Contracts	63
D. Exchange Controls	63
E. Taxation	64
F. Dividends and Paying Agents	70
G. Statement by Experts	70
H. Documents on Display	70
I. Subsidiary Information	71
ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	71
ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	71
ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	71
ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS	71
ITEM 15 CONTROLS AND PROCEDURES	71
ITEM 15T CONTROLS AND PROCEDURES	72
ITEM 16 [RESERVED]	72
ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT	72
ITEM 16B CODE OF ETHICS	72
ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES	73
ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	74
ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	74
ITEM 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	74
ITEM 16G CORPORATE GOVERNANCE	74
ITEM 16H MINE SAFETY DISCLOSURE	74
ITEM 17 FINANCIAL STATEMENTS	75
ITEM 18 FINANCIAL STATEMENTS	75
ITEM 19 EXHIBITS	76

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Glossary of terms AND ABBREVIATIONS

Advance Royalty	The prepayment of a designated amount (the advance royalty) prior to actual mine production. The advance royalty payments may be deductible from future production royalties.
Agnico	Agnico-Eagle (USA) Limited is a subsidiary of Agnico-Eagle Mines Limited a mining company listed on the Toronto Stock Exchange. The Company had an option agreement with Agnico on the Ester Dome project until it was terminated in September 2012, and since January 23, 2013 (until January 23, 2016), had an alliance agreement in Colombia (the “Colombian Alliance”).
AGT LLC	Alaska Gold Torrent, LLC, is a State of Alaska limited liability company formed by Gold Torrent, LLC and Miranda U.S.A., Inc., for the purpose of exploring and developing the Willow Creek project in Alaska.
AHI	Alaska Hardrock Inc., a State of Alaska corporation, and is the lessor of a parcel of patented and State of Alaska mining claims referred to as “Willow Creek”.
Alluvial	A placer formed by the action of running water, as in a stream channel or alluvial fan; also said of the valuable mineral (e.g. gold or diamond) associated with an alluvial placer.
Alteration	Refers to process of changing primary rock minerals (such as quartz, feldspar and hornblende) to secondary minerals (quartz, carbonate, and clay minerals) by hydrothermal fluids (hot water).
ANM	Agencia Nacional de Minera of Colombia
Anomaly	A geological feature distinguished by geophysical or geochemical means, which is different from the general surroundings and is often of potential economic value.
Antioquia Gold	Antioquia Gold Inc. is a mining exploration company listed on the Toronto Venture Exchange with an exploration focus in Colombia.
Assay	An analysis to determine the presence, absence and quantity of one or more metallic components.
Au/t	Gold per ton
Barrick	Barrick Gold U.S. Inc. is a subsidiary of Barrick Gold Corporation a mining company listed on the Toronto and New York Stock Exchanges. Barrick is a former partner of the Company on the Red Hill and Fuse properties.
Basement	Generally of igneous and metamorphic rocks, overlain unconformably by sedimentary strata.
Battle Mountain-Eureka Gold Trend	The Battle Mountain-Eureka Gold Trend is about 10 miles wide and 160 miles long. It is sub-parallel to and about 50 miles west of the Carlin Trend. Deep crustal features are believed to be responsible for these trends.
BLM	Bureau of Land Management
Breccia	A coarse–grained clastic rock composed of angular broken fragments
Carbonate rocks	Limestone or other rocks whose major component is CaCO ₃
Carlin-style gold system	A type of gold deposit characterized by microscopic gold disseminated in fine grained silty limestone. This deposit type was first recognized in Carlin, Nevada. “System” refers to the larger area of alteration that surrounds such a deposit.

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Carlin Gold Trend	North-central Nevada is home to the Carlin Gold Trend, a northeast alignment of gold deposits, primarily in Paleozoic limey sediments, that is about 10 miles wide and 100 miles long. Carlin refers to a style of mineralization that is seen around the world.
CIM	The Canadian Institute of Mining, Metallurgy and Petroleum
CIM Standards	The CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council as amended.
Claim	Means a mining title giving its holder the right to prospect, explore for and exploit minerals within a defined area.
Colombian Alliance	On January 23, 2013, Miranda signed a strategic alliance agreement with Agnico (which superseded a non-binding letter of intent signed July 17, 2012) for precious metal exploration in Colombia (the “Colombian Alliance”). The Colombian Alliance calls for shared funding between Agnico and Miranda on a 70/30 ratio for a primary duration of three years. Agnico did not renew the Colombian Alliance, allowing it to lapse effective January 23, 2016.
Cortez Gold Trend	The Cortez Gold Trend is a west-northwest trending internal segment of the central portion of the Battle Mountain-Eureka Gold Trend. The Cortez Gold Trend is approximately 5 miles wide and 20 miles long.
Cretaceous	A period of geological time ranging from approximately 145 to 65 million years before present.
CSAMT	Controlled Source Audio-frequency Magnetotellurics is a commonly-used, surface-based, geophysical method which provides resistivity information of the subsurface.
Diamond Drill	A type of rotary drill in which the cutting is done by abrasion rather than by percussion. The drill cuts a core of rock that is recovered in long cylindrical sections.
Dike	A tabular intrusion, meaning it is sheet- or slab-like, and which cuts across or through the host rocks. Dikes vary from a few inches to many tens of feet in thickness and may extend for several miles.
Epithermal	Hydrothermal mineral deposit formed within 1 kilometer of the earth’s surface, in the temperature range of 50–200°C.
ExpoGold	ExpoGold Colombia S.A. is the former optionor of the Pavo Real and the Cajamarca projects in Colombia.
Fault	A break, or breaks in rocks with noticeable movement or displacement of the rocks on either side of the break.
Feasibility Study	A detailed engineering study to determine if a property can be mined at a profit and the best way to mine it.
Geochemical exploration	Exploration or prospecting methods depending on chemical analysis of the rocks or soil, or of soil gas or of plants.
Geological mapping	A means of producing graphical images in plan (a map) of the geology (rock and fault contacts and alteration for example).

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Geophysics	Geological exploration or prospecting using the instruments and applying the methods of physics and engineering; exploration by observation of seismic or electrical phenomena or of the earth’s gravitational or magnetic fields or thermal distribution.
Gold Torrent	Gold Torrent Inc. is a corporation existing under the laws of the State of Nevada, and a party to a November 5, 2014, exploration agreement with Miranda regarding the formation of a joint venture on the Willow Creek project in Alaska.
Gravity highs	Gravity surveys measure the relative density of earth materials. Gravity highs are relatively high-density responses. In gravel-covered terrains gravity highs are inferred as relatively shallow rocks. Gravity lows in gravel-covered terrains are inferred as more deeply buried rocks.
Hectare	A square of 100 meters on each side, or 2.471 acres
Horst	An elongate block of up faulted rock
Hydrothermal	Processes associated with heated or superheated water, especially mineralization or alteration.
IAMGold	IAMGold Corporation is a Canada-based international gold producer. The company is engaged in the exploration, development, and production of mineral resource properties throughout the world. IAMGold trades on the Toronto Stock Exchange under the symbol “IMG” and on the New York Stock Exchange under the symbol “IAG”.
Igneous Rock	Rock which formed directly by crystallization from magma.
Indicated Mineral Resource	The term “indicated mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be established with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
Inferred Mineral Resource	The term “inferred mineral resource” refers to that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.
Intrusion	A general term for a body of igneous rock formed below the surface.
Intrusive	The process of, and rock formed by, intrusion.
Induced Polarization (“IP”)	A method of ground geophysical surveying employing an electrical current to determine certain rock characteristics indicative of or related to mineralization.
Low sulfidation	A name applied to gold deposits comprising banded quartz veins that are characterized by no clear association with an intrusive. Low (and high) sulfidation refers to the chemical state of fluids that produce these veins.

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Magneto Telluric survey (“MT”)	A survey designed to test the basement depths, and prominent faults, the results of which guide drilling targets in pediment areas.
MAD I	Miranda Gold Colombia I Ltd. is the Company’s B.C. holding company that holds the Company’s share interests in MAD II, MAD III, MAD IV, and MAD V.
MAD II	Miranda Gold Colombia II Ltd. is a B.C. company with a Colombian branch that is the Company’s exploration arm in Colombia.
MAD III	Miranda Gold Colombia III Ltd. is a B.C. company, whose former branch was the optionee of the Company’s Pavo Real project in Colombia, until it was terminated. Previously, Red Eagle changed the name of MAD III to Rovira Mining Limited. However, the name was changed back to Miranda Gold Colombia III Ltd. in 2017.
MAD III SAS	Miranda Gold Colombia III S.A.S. is a Colombian “simplified stock corporation”, which was formed in July 2017. MAD III SAS is a subsidiary of MAD III.
MAD IV	Miranda Gold Colombia IV Ltd. is a B.C. company, formerly with a Colombian branch, that was the lessee of the Company’s Cajamarca project in Colombia, prior to its termination.
MAD V	Miranda Gold Colombia V Ltd. is a B.C. company organized to hold a mineral property lease on the Cerro Oro project in Colombia, indirectly through a Colombian company called Riosucio Mineria S.A.S.
Mallama SAS	Minera Mallama SAS is a Colombian “simplified stock corporation”, which was purchased by Miranda on August 31, 2017, and is held by MAD III SAS. Mallama SAS holds the title to the Mallama project.
Measured Mineral Resource	The term “measured mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
Mercury soil gas anomalies	Many gold deposits produce associated mercury gas. Mercury gas anomalies refer to mercury gas measurements of interest to gold exploration.
Mineral Reserve	The term “mineral reserve” refers to the economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. The study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that might occur when the material is mined.

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Mineral Resource	The term “mineral resource” refers to a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.
Mineralization	A mineralized body or mineralization as defined by the Securities and Exchange Commission has been intersected by sufficient closely spaced drill holes and/or sampling to support the definition of sufficient tonnage and average grade of metal(s) to warrant further exploration-development work. This mineralized body does not qualify as a commercially mineable ore body, as prescribed under Securities and Exchange Commission standards, until a final and comprehensive economic, technical and legal feasibility study based upon the test results is concluded and supports Proven/Probable Reserves.
Mineralized deposit	A mineralized body which has been delineated by drilling and/or underground sampling to support the definition of tonnage and average grade of metal(s). Under SEC standards, such a deposit does not qualify as a reserve until comprehensive evaluation, based on unit cost, grade, recoveries and other factors, concludes economic feasibility.
Montezuma	Montezuma Mines Inc. is a mineral exploration company. The Company formerly had an option agreement with Montezuma on the Red Canyon property, prior to its termination.
Navaho	Navaho Gold PTY Ltd. is a subsidiary of D’Aguilar Gold Limited an Australian listed mineral company. The Company had an option agreement with Navaho on the TAZ property.
Net Smelter Return (“NSR”)	A return based on the actual sale price received less the cost of refining at an off-site refinery.
Nevada North	Nevada North Resources (USA) Inc. is a private company that was the lessor of the Coal Canyon and Red Hills properties, when the Company held them. Nevada North also now holds the Mustang property.
Newmont	Newmont USA Limited, a subsidiary of Newmont Mining Corporation was a former partner on Miranda’s Red Canyon property.
NI 43-101	National Instrument 43-101 defines and regulates public disclosure in Canada for mineral projects and it relies on resource and reserve classification as defined by CIM.
NuLegacy	NuLegacy Gold Corporation a mineral exploration company listed on the TSX.V. The Company had an option agreement with NuLegacy on the Red Hill and Coal Canyon properties.
oz Au/t	Troy ounces of gold per short (also known as imperial) ton.
Option agreement	An agreement with a company or another party who can exercise certain options and increase their interest in a property by making periodic payments to the optionor by exploring, developing, or producing from the optionor’s property.
Ounce (troy)	31.103 grams
Ore	Naturally occurring material from which minerals or metals of economic value can be extracted at a profit.
Oxide	Means mineralized rock in which some of the original minerals have been oxidized ( i.e. , combined with oxygen). Oxidation is an important geologic process for the precious metals industry as it tends to make the ore more porous and permits a more complete permeation of cyanide solutions so that minute particles of gold in the interior of the minerals will be more readily dissolved.

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Ppb	Parts per billion.
Ppm	Parts per million. One (1) ppm equals one (1) gram per metric tonne.
Pathfinder	Trace elements, generally including arsenic, antimony, mercury, and thallium, associated with gold that may have a wider dispersion than gold and thus indirectly provide a vector (or a path) to gold ore.
Pediment	Gently inclined planate erosion surfaces carved in bedrock and generally veneered with fluvial gravels. They occur between mountain fronts and valleys or basin bottoms and commonly form extensive bedrock surfaces over which the erosion products from the retreating mountain fronts are transported to the basins.
Prism	Prism Resources Inc. is a junior exploration corporation listed on the TSX Venture Exchange (formerly on the NEX Board of the TSX-V). Its focus was on earning an interest in the Cerro Oro Project, prior to the termination of that agreement.
Qualified Person	The term “qualified person” refers to an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization.
Ramelius	Ramelius Resources Ltd. a company listed on the ASX. The Company had an option agreement with Ramelius on the Angel Wing property and also had an option agreement on the Big Blue property until it was terminated in fiscal 2012.
Range	Range Minerals Inc. is a private Alaskan corporation and was the lessor of the Ester Dome project.
RCC	Red Canyon Corporation, the lessor of the Red Canyon project.
RCP and RCP LLC	Red Canyon Project, formed as a Nevada limited liability company.
Red Eagle	Red Eagle Mining Corporation is a mineral exploration company listed on the TSX.V. Red Eagle was the Company’s partner in MAD III (Rovira) and MAD IV.
Resistivity survey	A geophysical technique which measures the electrical resistivity between a set of spaced electrodes to generate a profile of subsurface geology.
Reverse-circulation or RC drill	A rotary percussion drill in which the drilling mud and cuttings return to the surface through the interior of the drill pipe.
Riosucio SAS	Riosucio Mineria S.A.S., is a Colombian corporation, held in trust by MAD V, and which also holds the Cerro Oro project.
Royalty interest	Generally, a percentage interest that is tied to some production unit such as a tonne of concentrate or ounces of gold produced. A common form of royalty interest is based on the net smelter return.
SA	Shareholder’s Agreement - an agreement that defines the funding and management of a private company. The Company had entered into SA’s with Red Eagle on MAD III (“Pavo Real”) and MAD IV (“Cajamarca”). The Company is party to an SA with Prism on MAD V (“Cerro Oro”).

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Sample	A small amount of material that is supposed to be typical or representative of the object being sampled.
Sedimentary	A rock formed from cemented or compacted sediments.
Sediments	The debris resulting from the weathering and breakup of pre-existing rocks.
Sedimentary rock	Rock formed by the process of erosion and deposition.
Shale	A sedimentary rock consisting of silt or clay-sized particles cemented together.
Silicification	Alteration process involving the introduction of or replacement by, silica, generally resulting in the formation of fine–grained quartz, chalcedony, or opal, which may fill pores and replace existing minerals.
SPA	Share Purchase Agreement - an agreement that defines the terms of purchase of shares of a private company. The Company had entered into SPA’s with Red Eagle on MAD III (“Pavo Real”) and MAD IV (“Cajamarca”). The Company also had an SPA with Prism on MAD V (“Cerro Oro”).
Stockwork	A large number of cross-cutting veins and veinlets.
Strike	When used as a noun, means the direction, course or bearing of a vein or rock formation measured on a level surface and, when used as a verb, means to take such direction, course or bearing.
Strike length	Means the longest horizontal dimension of a geologic feature such as an orebody or zone of mineralization.
Sulphide (Sulfide)	A compound of sulphur (sulfur) and some other metallic element.
Tertiary	The first period of the Cenozoic, after the Cretaceous and before the Quatenary, beginning about 63 million years ago.
Teslin River	Teslin River Resources Corp. (formerly Queensgate Resources Corporation) – a former partner on the BPV, CONO and Coal Canyon properties. Queensgate merged with Teslin River Resources Corp. and now trades on the TSX.V. The Company owned 300,000 shares of Teslin as of August 31, 2012, until returning them to Teslin in November 2012, as part of the Mustang property purchase.
TSX.V	The TSX Venture Exchange
Ton	Short (also known as imperial) ton (2,000 pounds)
Tonne	Metric tonne (approximately 2,204.6 pounds)
Tuff	Consolidated or cemented volcanic ash. Sometimes used as a general term for all consolidated pyroclastic rocks.
Vein	Generally, a fissure in the earth containing a body of minerals.
Volcaniclastic	Refers to fragments derived from volcanic sources (which may be transported some distance from their place of origin).
White Bear	White Bear Resources Ltd. and the Company had option agreements on the Iron Point and Angel Wing properties. The Company also owned 200,000 shares of White Bear, until they were sold in fiscal 2014.

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NOTE ON FORWARD LOOKING INFORMATION

This Annual Report contains certain forward-looking information and forward-looking statements as defined in applicable securities laws. These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "should", "believe" and similar expressions is intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. These statements speak only as of the date of this Annual Report. These forward-looking statements include but are not limited to, statements concerning:

The Company’s strategies and objectives;
The Company’s interest and other expenses;
The Company’s tax position and the tax rates applicable to us;
Political unrest or instability in foreign countries and its impact on the Company’s foreign assets;
The timing of decisions regarding the timing and costs of construction and production with respect to, and the issuance of the necessary permits and other authorizations required for, certain of the Company’s exploration development projects;
The Company’s estimates of the quantity and quality of the Company’s mineral reserves and resources;
The Company’s planned capital expenditures and the Company’s estimates of reclamation and other costs related to environmental protection;
The Company’s future capital costs, including the costs and potential impact of complying with existing and proposed environmental laws and regulations in the operation and closure of various operations;
The Company’s financial and operating objectives;
The Company’s exploration, environmental, health and safety initiatives;
The availability of qualified employees for the Company’s operations; and
The outcome of legal proceedings and other disputes in which we are involved.

Inherent in forward-looking statements are risks and uncertainties beyond the Company’s ability to predict or control, including:

Risks that may affect the Company’s operating or capital plans;

Risks generally encountered in the development of mineral properties such as:

unusual or unexpected geological formations,

unanticipated metallurgical difficulties,

ground control problems,

adverse weather conditions, and

process upsets and equipment malfunctions;

Risks associated with labor disturbances, and the unavailability of skilled labor;

Risks associated with market prices of the Company’s principal commodities which are cyclical and subject to substantial price fluctuations;

Risks created through competition for mining properties;

Risks associated with having little or no history of production;

Risks associated with mineral reserve and resource estimates;

Risks posed by fluctuations in exchange rates and interest rates, as well as general economic conditions;

Risks associated with environmental compliance and changes in environmental legislation and regulation;

Risks associated with dependence on third party consultants and non-performance by contractual counterparties;

Risks associated with title claims and other title, license and permit risks;

Social and political risks associated with operations in foreign countries;

Risks of changes in tax or royalty laws or their interpretation;

Risks associated with tax reassessments and legal proceedings;

Risks associated with the loss of key personnel;

Risk related to indemnification of officers and directors;

Risks related to having limited financial resources;

Risk of dilution to present and prospective shareholdings;

Credit risk; and

Share price fluctuation risk.

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Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Annual Report. Such statements are based on a number of assumptions that may prove to be incorrect, including, but not limited to, assumptions about:

General business and economic conditions;
Interest rates and foreign exchange rates;
The supply and demand for, deliveries of, and the level and volatility of prices of gold and silver;
The timing of the receipt of regulatory and governmental approvals for the Company’s development projects and other operations;
The availability of financing for the Company’s development projects on reasonable terms;
The Company’s costs of production and the Company’s production and productivity levels, as well as those of the Company’s competitors;
The Company’s ability to secure adequate transportation for the Company’s products;
The Company’s ability to procure mining equipment and operating supplies in sufficient quantities and on a timely basis;
The Company’s ability to attract and retain skilled staff;
The impact of changes in foreign exchange rates on the Company’s costs and results;
Engineering and construction timetables and capital costs for the Company’s development and expansion projects;
Costs of closure of various operations;
Market competition;
The accuracy of the Company’s reserve estimates (including, with respect to size, grade and recoverability) and the geological, operational and price assumptions on which these are based;
Tax benefits and tax rates;
The resolution of environmental and other proceedings or disputes; and
Ongoing relations with the Company’s employees and with the Company’s business partners.

The reader is cautioned that the foregoing list of important factors and assumptions is not exhaustive. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. The reader should also carefully consider the matters discussed under “Risk Factors" in this Annual Report. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of factors, whether as a result of new information or future events or otherwise. We qualify all of our forward-looking statements by these cautionary statements.

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES

The mineral estimates in this Annual Report on Form 20-F have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves , adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 under the United States Securities Act of 1993, as amended (the “Securities Act”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

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In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.

Accordingly, information contained in this Annual Report on Form 20-F and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

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PART I

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 following financial information has been extracted from Miranda Gold Corp.’s (the “Company”, “Miranda”, “we”, “us”, “our”, “ours”) consolidated financial statements for the years indicated and is expressed in Canadian dollars. The consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting standards Board and Interpretations of the International Financial Reporting Interpretations Committee. The policies applied in the financial statements are based on the IFRS issued and outstanding as at the date the Board of directors approved the financial statements for issue. Prior to adoption of IFRS, the Company’s financial statements were prepared in accordance with Canadian Generally Accepted Accounting Principles.

The information should be read in conjunction with “Item 5. Operating and Financial Review and Prospects – A. Operating Results and B. Liquidity and Capital Resources,” and the consolidated financial statements of Miranda filed herewith.

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

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

For the Years Ended August 31

	2017	2016	2015	2014
	$	$	$	$
Operating Revenue	Nil	Nil	Nil	Nil
Loss for the year	2,645,779	1,476,152	1,867,176	2,752,090
Loss per share: basic and diluted	(0.03)	(0.02)	(0.03)	(0.04)
Total assets	2,453,620	4,661,899	3,629,541	5,274,980
Total liabilities	268,033	122,155	300,739	208,012
Working capital	1,242,184	4,122,642	2,848,742	4,561,243
Net assets	2,185,587	4,539,744	3,328,802	5,066,968
Capital stock/share capital	31,280,144	31,148,478	29,676,003	29,667,503
Dividends per share	Nil	Nil	Nil	Nil
Weighted average number of shares outstanding	103,674,511	79,733,963	74,165,457	74,061,896

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The following table sets out the average noon rates of exchange for the Canadian dollar for the years ended August 31, 2013 through to August 31, 2017.

U.S. Dollar/Canadian Dollar Average Exchange Rates for Five Most Recent Financial Years

	Average
	Noon rate
For the Year Ended August 31, 2017	1.3204
For the Year Ended August 31, 2016	1.3265
For the Year Ended August 31, 2015	1.210
For the Year Ended August 31, 2014	1.078
For the Year Ended August 31, 2013	1.011

The following table sets out the high and low intra-day 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

2017

July

2017

August

2017

September 2017

October

2017

November 2017

High

1.3504

1.2982

1.2755

1.2480

1.2893

1.2888

Low

1.2977

1.2447

1.2482

1.2128

1.2472

1.2683

The value of the noon U.S. Dollar in relation to the Canadian Dollar was $1.2888 as of November 30, 2017.

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.

D. Risk Factors

An investment in our common shares is highly speculative and subject to a number of risks. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described below and the other information that we file with the Securities and Exchange Commission and with Canadian securities regulators before investing in our common shares. The risks described below are not the only ones faced. Additional risks that we are either unaware of, or we are aware of, but we currently believe are immaterial, may become important factors that affect our business. If any of the following risks occur, or if others occur, our business, operating results and financial condition could be seriously harmed and the investor may lose all of their investment.

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Exploration Funding partner and Option to Joint Venture Risks

Miranda holds its mineral properties either directly, through mineral leases, or via option agreements. Our preferred approach is to option to joint venture our properties to other companies for their further more advanced exploration and development by way of exploration agreements with options to joint venture. Miranda’s interests in these projects are subject to the risks normally associated with the conduct of options to joint venture. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on Miranda’s profitability or the viability of our interests held through joint ventures, which could have a material adverse impact on Miranda’s future cash flows, earnings, results of operations and financial condition: (i) disagreement with joint venture partners on how to proceed with exploration programs and how to develop and operate mines efficiently; (ii) inability of joint venture partners to meet their obligations to the joint venture or third parties; and (iii) litigation between joint venture partners regarding joint venture matters.

We may, in the future, be unable to meet our share of costs incurred under option or joint venture agreements to which we are a party and we may have our interest in the properties subject to such agreements reduced or terminated as a result. Furthermore, if other parties to such agreements do not meet their share of such costs, we may be unable to finance the cost required to complete recommended programs. In many joint ventures or option arrangements, we would give up control over decisions to commence work and the timing of such work, if any.

Enactment of Government Legislation May Significantly Affect the Mining Industry

In the U.S., certain of Miranda’s exploration properties occur on unpatented lode mining claims that are on federal lands that are subject to federal mining and other public land laws. Changes in such laws or regulations promulgated under such laws could affect mine development and expansion and significantly increase regulatory obligations and compliance costs with respect to exploration, mine development, mine operations and closure and could prevent or delay certain operations by the Company. Members of the United States Congress have repeatedly introduced bills that would supplant or alter the provisions of the United States General Mining Law of 1872 (the “General Mining Law”). If enacted, such legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop mineralized material on unpatented mining claims. Such bills have proposed, among other things, to either eliminate or greatly limit the right to a mineral patent and to impose a federal royalty on production from unpatented mining claims. Although we cannot predict what legislated royalties might be, the enactment of these proposed bills could adversely affect the potential for development of unpatented mining claims and the economics of existing operating mines on federal unpatented mining claims. Passage of such legislation could adversely affect our financial performance.

Possible country risk doing business in Colombia

The Company currently has option agreements to acquire projects located in Colombia, as well as concessions and applications with the Government of Colombia. The Company is subject to certain risks, including currency fluctuations and possible political or economic instability which may result in the impairment or loss of mineral concessions or other mineral rights, and mineral exploration and mining activities may be affected in varying degrees by political stability and government regulations relating to the mining industry. Any changes in regulations or shifts in political attitudes are beyond the control of the Company and may adversely affect its business. Exploration and development may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine and/or site safety.

Although Colombia has a long-standing tradition respecting the rule of law, which has been bolstered in recent years by the present, and former government's policies and programs, no assurances can be given that the Company's plans and operations will not be adversely affected by future developments in Colombia. The Company's property interests and proposed exploration activities in Colombia are subject to political, economic and other uncertainties, including the risk of expropriation, nationalization, renegotiation or nullification of existing contracts, mining licenses and permits or other agreements, changes in laws or taxation policies, currency exchange restrictions, and changing political conditions and international monetary fluctuations. Future government actions concerning the economy, taxation, or the operation and regulation of nationally important facilities such as mines, could have a significant effect on the Company. Colombia is home to South America's largest and longest running insurgency. While the situation has improved dramatically in recent years, there can be no guarantee that the situation will not again deteriorate. Any increase in kidnapping, gang warfare, homicide and/or terrorist activity in Colombia generally may disrupt supply chains and discourage qualified individuals from being involved with the Company's operations.

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Additionally, the perception that matters have not improved in Colombia may hinder the Company's ability to access capital in a timely or cost effective manner. Any changes in regulations or shifts in political attitudes are beyond the Company's control and may adversely affect the Company's business.

Exploration may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income and/or mining taxes, expropriation of property, environmental legislation and mine and/or site safety.

Estimates of mineral resources and recovery rates may not be accurate

Miranda’s estimates of resources should not be interpreted as assurances of mine life or of the profitability of current or future operations. Miranda estimates its mineral resources in accordance with the requirements of applicable Canadian securities regulatory authorities and established mining standards. Mineral resources are concentrations or occurrences of minerals that are judged to have reasonable prospects for economic extraction, but for which the economics of extraction cannot be assessed, whether because of insufficiency of geological information or lack of feasibility analysis, or for which economic extraction cannot be justified at the time of reporting. Consequently, mineral resources are of a higher risk and are less likely to be accurately estimated or recovered than mineral reserves. The mineral resource figures are estimates based on the interpretation of limited sampling and subjective judgments regarding the grade and existence of mineralization, as well as the application of economic assumptions, including assumptions as to operating costs, foreign exchange rates and future metal prices. The sampling, interpretations or assumptions underlying any reserve or resource figure may be incorrect, and the impact on mineral resources may be material. In addition, short-term operating factors relating to mineral resources, such as the need for orderly development of ore bodies or the processing of new or different ores, may cause mineral resource estimates to be modified or operations to be unprofitable in any particular fiscal period. There can be no assurance that the indicated amount of minerals will be recovered or that they will be recovered at the prices assumed for purposes of estimating resources.

Our exploration activities on our properties may not be commercially successful, which could lead us to abandon our plans to develop the property and our investments in exploration.

Our long-term success depends on our ability to identify mineral deposits on our existing properties and other properties we may acquire, if any, that we can then develop into commercially viable mining operations. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labour. The success of gold, silver and other commodity exploration is determined in part by the following factors:

the identification of potential mineralization based on surficial analysis;

availability of government-granted exploration permits;

the quality of our management and our geological and technical expertise; and

the capital available for exploration.

Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate significantly; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest significant capital and resources in exploration activities and abandon such investments if we are unable to identify commercially exploitable mineral reserves. The decision to abandon a project may have an adverse effect on the market value of our securities and the ability to raise future financing.

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We have no history of producing metals from our mineral properties.

We have no history of producing metals from any of our properties. Our properties are all exploration stage properties in various stages of exploration. Advancing properties from exploration into the development stage requires significant capital and time and successful commercial production from a property, if any, will be subject to completing positive feasibility studies, permitting and construction of the mine, processing plants, roads, and other related works and infrastructure. As a result, we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:

completion of feasibility studies to define reserves and commercial viability, including the ability to find sufficient gold reserves to support a commercial mining operation;

the timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of infrastructure, mining and processing facilities;

the availability and costs of drill equipment, exploration personnel, skilled labor and mining and processing equipment, if required;

the availability and cost of appropriate smelting and/or refining arrangements, if required;

compliance with environmental and other governmental approval and permit requirements;

the availability of funds to finance exploration, development and construction activities, as warranted;

potential opposition from non-governmental organizations, environmental groups, local groups or local inhabitants which may delay or prevent development activities; and

potential increases in exploration, construction and operating costs due to changes in the cost of labor, fuel, power, materials and supplies.

The costs, timing and complexities of exploration, development and construction activities may be increased by the location of our properties and demand by other mineral exploration and mining companies. It is common in exploration programs to experience unexpected problems and delays during drill programs and, if warranted, development, construction and mine start-up. Accordingly, our activities may not result in profitable mining operations and we may not succeed in establish mining operations or profitably producing metals at any of our properties.

Financial Risk

Prior to completion of Miranda’s exploration programs, we anticipate that we will incur increased operating expenses while realizing minimum or no revenues. Miranda expects to incur significant losses into the foreseeable future. If we are unable to generate significant revenues from exploration of our mineral claims and the production of minerals thereon, if any, we will not be able to earn profits or continue operations. There is no history in Miranda upon which to base any assumption as to the likelihood that we will prove successful, and Miranda can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

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As we do not have revenues, we will be dependent upon future financings to continue our plan of operation.

We have generated insignificant revenues from our business activities since our incorporation. Our plan of operations involves the completion of exploration programs on our mineral properties. There is no assurance that these exploration activities will result in the establishment of commercially exploitable mineral deposits on our mineral properties. Even if commercially exploitable mineral deposits are discovered, we will require substantial additional financing in order to carry out the full exploration and development of our mineral properties before we are able to achieve revenues from sales of mineral resources that we are able to extract.

If we raise additional funding through equity financings, then our current shareholders will suffer dilution.

We will require additional financing in order to complete full exploration of our mineral properties. We anticipate that we will have to sell additional equity securities including, but not limited to, our common stock, share purchase warrants or some form of convertible security. The effect of additional issuances of equity securities will result in dilution to existing shareholders.

We have incurred losses and there is no assurance that we will ever be profitable or pay dividends.

We have incurred losses in the past and will continue to experience losses unless and until we can derive sufficient revenues from our properties. We have no history of earnings or of a return on investment, and there is no assurance that any of the properties that we have or will acquire will generate earnings, operate profitably or provide a return on investment in the future. We have no plans to pay dividends for some time in the future. The future dividend policy of Miranda will be determined by its Board.

Dependence on Key Personnel

Our success is highly dependent upon the performance of key personnel working full-time in management, supervisory and administrative capacities or as consultants. The loss of the services of our senior management or key personnel could have a material and adverse effect on Miranda and our business and results of operations.

Reliance on Independent Contractors

Our success depends to a significant extent on the performance and continued service of certain independent contractors. We, or our exploration funding partners, contract the services of professional drillers and others for exploration, environmental, construction, and engineering services. Poor performance by such contractors or the loss of such services could have a material and adverse effect on Miranda and our business and results of operations and result in us failing to meet our business objectives.

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, Miranda competes with other companies and individuals, including competitors having financial and other resources equal to or greater than that of Miranda. Miranda’s ultimate success will therefore depend on the extent to which our existing properties are developed, as well as our ability to compete for and acquire suitable producing properties or prospects for mineral exploration in the future, together with our ability to secure adequate financing.

Compliance with Government Regulations

All phases of Miranda’s operations 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 Miranda and the further exploration and the development of our properties require various licenses and permits and will be subject to ongoing regulation. There can be no guarantee that Miranda will be able to obtain or maintain all permits and licenses that may be required for our activities. Currently, Miranda does not have any properties on which commercial mining operations are carried out.

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Risks Associated with Mining

Miranda’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 Miranda 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 Miranda may obtain insurance against certain risks in such amounts as we consider 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 Miranda cannot insure or against which we 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 Miranda’s earnings and competitive position in the future and potentially, our financial position.

We do not maintain insurance with respect to certain high-risk activities, which exposes us to significant risk of loss

Mining operations generally involve a high degree of risk. Hazards such as unusual or unexpected formations or other conditions are often encountered. Miranda may become subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it cannot maintain insurance at commercially reasonable premiums. Any significant claim would have a material adverse affect on Miranda’s financial position and prospects. Miranda is not currently covered by any form of environmental liability insurance, or political risk insurance, since insurance against such risks (including liability for pollution) is prohibitively expensive Miranda may have to suspend operations or take cost interim compliance measures if Miranda is unable to fully fund the cost of remedying an environmental problem, if it occurs.

Fluctuations in foreign currency exchange rates may increase Miranda’s operating expenditures

Miranda raises its equity in Canadian dollars and its exploration expenditures are generally denominated in either United States dollars or Colombian Pesos. As a result, Miranda’s expenditures are subject to foreign currency fluctuations. Foreign currency fluctuations may materially and adversely increase Miranda’s operating expenditures and reduce the amount of exploration activities that we are able to complete with our current capital. Miranda does not engage in any hedging or other transactions to protect itself against such currency fluctuations. Miranda holds a portion of its cash reserve in United States dollars.

Our directors and officers may have conflicts of interest as a result of their relationships with other companies.

Some of the directors and officers of Miranda are directors and officers of other companies, some of which are in the same business as the Company. Some of Miranda’s directors and officers will continue to pursue the acquisition, exploration and, if warranted, the development of mineral resource properties on their own behalf and on behalf of other companies, and situations may arise where they will be in direct competition with the Company. Miranda’s directors and officers are required by law to act in the best interests of the Company. They may have the same obligations to the other companies in respect of which they act as directors and officers. Discharge of their obligations to the Company may result in a breach of their obligations to the other companies and, in certain circumstances; this could expose the Company to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of the Company. Such conflicting legal obligations may expose the Company to liability to others and impair its ability to achieve its business objectives.

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RISKS RELATED TO MIRANDA’S SECURITIES AND THIS OFFERING

Likely Passive Foreign Investor Company (“PFIC”) Status Has Possible Adverse Tax Consequences for U.S. Investors

Potential investors who are U.S. taxpayers should be aware that Miranda expects to be a passive foreign investment company ("PFIC") for the current fiscal year, and may also have been a PFIC in prior years and may also be a PFIC in subsequent years. If Miranda is a PFIC for any year during a U.S. taxpayer's holding period, then such U.S. taxpayer generally will be required to treat any so-called "excess distribution" received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the shares of Miranda. In certain circumstances, the sum of the tax and the interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the taxpayer. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of Miranda’s net capital gain and ordinary earnings for any year in which Miranda is a PFIC, whether or not Miranda distributes any amounts to its shareholders. A U.S. taxpayer who makes the mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the common shares over the taxpayer's tax basis therein. U.S. taxpayers are advised to seek the counsel of their professional tax advisors.

We have never declared or paid cash dividends on Miranda’s common shares. We currently intend to retain future earnings to finance the operation, development and expansion of our business.

We do not anticipate paying cash dividends on Miranda’s common shares in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of Miranda’s Board and will depend on Miranda’s financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that our Board considers relevant.

Accordingly, investors will only see a return on their investment if the value of Miranda’s securities appreciates.

The market for our common shares has been volatile in the past, and may be subject to significant fluctuations in the future.

The market price of Miranda’s common shares has ranged from a high of $0.11 and a low of $0.05 during the twelve-month period ended November 30, 2017. See “ Market for Common Equity and Related Shareholder Matters ”.

The market price of a publicly-traded stock is affected by many variables not directly related to the corporate performance of Miranda; including the market in which it is traded, the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of Miranda’s common shares in the future cannot be predicted. The lack of an active public market could have a material adverse effect on the price of Miranda’s common shares.

There is no market for our common shares in the United States and you may not be able to readily sell your common shares

There is currently no market for our common shares in the United States. We cannot assure you that any trading market for our shares will develop in the United States. Consequently, you may not be able to readily sell your common shares.

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Substantial Number of Authorized but Unissued Shares

Miranda has an unlimited number of common shares that may be issued by the Board of Directors without further action or approval of Miranda’s shareholders. While the Board of Directors is required to fulfill its fiduciary obligations in connection with the issuance of such shares, the shares may be issued in transactions with which not all shareholders agree, and the issuance of such shares will cause dilution to the ownership interests of the Company’s shareholders.

We are a foreign corporation and have officers and directors resident outside the United States, which could make it difficult for United States investors to effect service of process or enforce a judgment by a U.S. court.

We are incorporated under the laws of the Province of British Columbia, Canada and some of our directors and officers are residents in jurisdictions outside the United States. Consequently, it may be difficult for United States investors to effect service of process within the United States upon us or upon certain of our directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the laws of the United States. A judgment of a U.S. court predicated solely upon such civil liabilities would probably be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter.

ITEM 4 INFORMATION ON MIRANDA

A. History and Development of Miranda

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

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

In March 2004, the Province of British Columbia adopted the Business Corporations Act (British Columbia) (the “Business Corporations Act”), which replaced the Company Act and is designed to provide greater flexibility and efficiency for British Columbia companies. The Business Corporations Act contains many provisions similar to those contained in corporate legislation elsewhere in Canada. The Business Corporations Act also uses new forms and terminology; most particularly a “Memorandum” is now called a “Notice of Articles”. We took the necessary steps to bring our charter documents into conformity with the Business Corporations Act and to that end we filed our Notice of Articles, which replaces our “Memorandum”, with the British Columbia Registrar of Companies.

We filed a Notice of Alteration with the British Columbia Registrar of Companies that removed certain pre-existing provisions under the Company Act and amended our authorized capital such that our authorized capital now consists of an unlimited number of common shares without par value. This change to our authorized capital was effective September 22, 2005.

Miranda's head office is located at 15381 – 36 ^th Avenue, South Surrey, British Columbia, Canada V3Z 0J5. The contact person is Len Goldsmith, Chief Financial Officer. The telephone number is +1 (604) 417-4653 and the facsimile number is +1 (604) 648-8706.

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Principal capital expenditures / divestitures over the last three fiscal years

Fiscal year ended August 31, 2015

On October 23, 2014, the Company filed an NI 43-101 compliant technical report (dated September 30, 2014) supporting the independently estimated initial resource for the Willow Creek Coleman deposit, comprising a Measured and Indicated resource of 62,100 troy ounces gold contained in 78,700 tonnes at an average grade of 24.6 g Au/t and an additional 4,100 troy ounces contained in 5,300 tonnes at an average grade of 24.2 g Au/t in the Inferred category. All resource categories use a cutoff of 7.0 g Au/t. This NI 43-101 compliant report was prepared by independent QP, David Linebarger.

On November 5, 2014, the Company signed a definitive agreement with Gold Torrent that supersedes the letter of intent signed on August 6, 2014, on its Willow Creek project in Alaska. Under the terms of the agreement, Gold Torrent will be the operator of the joint venture; Gold Torrent will sole fund the first US$10 million (“Initial Capital”) of expenditures on the joint venture to incrementally earn a 70% interest in the joint venture at which time Miranda will have a 30% interest in the joint venture; the parties will proportionately fund (or proportionately dilute) any capital expenditures in excess of the Initial Capital (“Excess Capital”); and the Company will receive 10% of the distributable cash flow until Gold Torrent is repaid its Initial capital, Miranda will then receive 20% of the distributable cash flow until Gold Torrent is repaid its share of Excess Capital and finally 30% of the cash flow thereafter.

On February 27, 2015, the Company entered into a purchase and sale agreement with European Uranium Resources Ltd. (“EUU”) to sell a 100% interest in Miranda’s Mustang, Iron Point and Kibby Flat projects and the assignment and assumption of Miranda’s mining lease on the Red Hill project, all located in Nevada. On April 30, 2015, the agreement with EUU was terminated due to EUU's failure to complete the conditions of closing the agreement. Miranda allowed the Iron Point and Kibby Flat claims to lapse on August 31, 2015, and returned the Red Hill project to the lessor and on August 20, 2015, the Company transferred its 100% interest in the Mustang Project located in Nye County, Nevada, to Nevada North for a retained 1.0% NSR.

On August 28, 2015, the Company entered into a Project Management Agreement for the formation and organization of a limited liability company (the “LLC”) to hold the lease and related rights in respect of the Red Canyon, Nevada property and to conduct the operations contemplated under the Project Management Agreement. Having met the expenditure requirements of US$4 million under a now superseded exploration agreement; Montezuma owns 60% of the LLC and Miranda owns 40% of the LLC. Montezuma has also paid Miranda US$360,000 as consideration for the option to buy-out Miranda’s 40% interest in the LLC, with Miranda retaining a 0.5% net smelter return (“NSR”) royalty, upon meeting the purchase conditions during the term of the underlying lease. Until then, Montezuma will fund 100% of the costs of the LLC to maintain and advance the exploration of the Red Canyon property. If Montezuma fails to fund and meet its obligations pursuant to the Exploration Agreement and underlying lease, it will forfeit its interest in the LLC to Miranda.

Fiscal year ended August 31, 2016

On September 14, 2015, the Company reached an agreement with Mr. Daniel Renshaw (“Renshaw”) for his 3.3% royalty held on the Willow Creek, Alaska project. Miranda holds the Willow Creek project under lease from Alaska Hardrock, Inc. The parties have separated the Renshaw royalty into the area that covers the patented mining claims on the west side of the project (the “A Royalty”) and the area that covers the patented mining claims on the east side of the project (the “B Royalty”). The “A” Royalty covers the area, including the Coleman resource that will be initially developed and placed into production. The “B” Royalty covers ground that is prospective for exploration including the Bullion Mountain targets. Miranda has agreed to purchase up to 100% of the “A” Royalty in a series of seven (7) contracts, with each subsequent contract contingent on the prior contract being paid in full. Pursuant to each contract, Miranda will purchase 0.4% to 0.5% of the “A” Royalty for each cumulative US$143,000 paid at the rate of US$5,000 per month plus interest, with the first payment commencing on October 31, 2015. As each contract is paid, Miranda will register its ownership of the “A” Royalty purchased. If Miranda does not complete payment of any contract, the remainder of the “A” Royalty will remain with Renshaw. The seven contracts will be over an aggregate period of up to 200 months, but such contracts and payments can be accelerated and paid off at any time, providing that Miranda pays Renshaw the full payment of an aggregate US$1,000,000 of principal so that Miranda will have purchased the entire 3.3% “A” Royalty. In addition, Renshaw has agreed to grant Miranda the option to purchase the “B” Royalty which option may be exercised at any time provided that the “A” Royalty contracts are not in default. Miranda may purchase up to 100% of the “B” Royalty for the aggregate amount of US$500,000 in principal to be paid under terms, conditions and installments that are not inconsistent with those of the “A” Royalty.

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On September 8, 2015, the Company announced the transfer of its 100% interest in the Mustang Project located in Nye County, Nevada, to Nevada North Resources, a private company owned by Mr. L. Richardson (“Nevada North”) for a retained 1.0% Net Smelter Return Royalty.

On October 9, 2015, the Company executed an option agreement by and among Activos Mineros de Colombia S.A.S. (“AMC”), the Company, and the Company’s subsidiary MAD II, and the Colombian Branch of MAD II to acquire the Antares property, Colombia, with minimum operation payments due and share issuance by the Company. Upon commencing commercial production (as defined in the agreement), the minimum operation payments will cease and the payment of a 1.8% NSR royalty will commence.

Fiscal year ended August 31, 2017 and subsequent, to November 30, 2017

On November 5, 2016, the Company signed a binding letter of intent, subject to the completion of a 30-day due diligence (complete), to enter into a binding purchase agreement for the Mallama project, in the Nariño department of Colombia.

On January 19, 2017, the Company signed a non-binding letter of intent, subject to Miranda satisfactorily completing a 30-day due diligence, to enter into a binding purchase agreement on the San Lucas project, in the South Bolivar department of Colombia. This acquisition is on hold awaiting resolution of several issues with the vendor.

On March 15, 2017, the Company announced that it had signed an option agreement that allows IAMGOLD Corporation (“IAMGOLD”) (TSX: IMG, NYSE: IAG) to earn an interest in Miranda’s Antares Project in Colombia by conducting exploration on a scheduled earn-in basis. IAMGOLD will operate the project with input from Miranda. IAMGOLD is required to incur US$100,000 in expenditures during 2017 to maintain the right to enter into the option which begins on the later of January 1, 2018 or the date on which mineral title to one or more of the exploration applications making up the Antares Project has been granted by the Colombian government. At such time, should IAMGOLD elect to enter into the option, it will be obligated to incur US$750,000 in expenditures during the subsequent 12 months.

On April 6, 2017, the Company announced that it had filed an updated Preliminary Feasibility Study (“PFS”), NI43-101 technical report, for Alaska Gold Torrent, LLC and Miranda’s Lucky Shot Project in Alaska. The historic Lucky Shot Mine is in the Willow Mining District. The report is titled “ National Instrument 43-101 Technical Report: Preliminary Feasibility Study for the Lucky Shot Project, Matanuska-Susitna Borough, Alaska, USA ” prepared by Hard Rock Consulting (“HRC”), Lakewood, Colorado. Miranda had previously referred to the Lucky Shot Project as the Willow Creek Project. The updated measured and indicated resource at a cutoff of 5.0 g Au/t is 206,600 tonnes at an average grade of 18.3 g Au/t containing 121,500 ounces gold and an additional 59,000 tonnes inferred at an average grade of 18.5 g Au/t containing 35,100 ounces, or 156,600 ounces total at 18.3 g Au/t in both categories.

On June 19, 2017, the Company announced that it had signed a definitive agreement to acquire the Argelia Project from Bullet Holding Group (“Bullet”) for payments and retained interests. The terms of the agreement require that Miranda make a series of cash payments and a common share issuance – all of which are based on the occurrence of a series of future events.

On June 27, 2017, Montezuma gave notice of their withdrawal from the Project Management Agreement, and made the final property payments on the Red Canyon property on July 3, 2017, pursuant to the Lease. Immediately following Miranda’s receipt of that notice, the Company issued a Notice to Terminate the Red Canyon Mining Lease and Option to Purchase Agreement Dated November 18, 2003, to the Red Canyon Corporation, and returned the property to them.

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On August 31, 2017, the Company announced the signing of the final agreement completing the acquisition of the Mallama project - by purchasing a Colombian simplified share company, Minera Mallama SAS. The formal transfer of the share certificates will occur upon review by the Chamber of Commerce in Colombia. Miranda has paid $298,216 in outstanding license fees (2014 to 2017) on the two titles - and upon receipt of suitable drill permits - Miranda will be required to make an additional payment of US$200,000 to the former shareholders of Minera Mallama SAS. A residual net proceeds royalty of 4% (as defined in the Rocky Mountain Form 5) will be payable to the former shareholders, with a minimum of US$1.0m payable within three years of the commencement of commercial production, capped at US$4.0m over the life of the mine. Otherwise, there are no additional annual payments or minimum work commitments on Mallama, and no acquisition restrictions imposed on Miranda for any adjacent property.

On November 11, 2017, the Company signed a binding Letter of Agreement (“LOI”) with Gold Torrent for the sale of its 14% diluted interest in AGT LLC. The closing date shall be the date on which Gold Torrent completes its listing on the Toronto Stock Venture Exchange - expected to occur on or before March 15, 2018 - or such other date as is mutually agreed upon by the parties. The LOI will automatically expire on May 1, 2018, or on such other date as mutually agree upon by the parties.

The specific terms of all these property transactions and exploration activity are described in more detail later in this Section in Item 4D “Property”.

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

B. Business Overview

Miranda is in the natural resource sector engaged in the acquisition, exploration and, given the proper situation, development of mineral properties. Our primary focus is on gold exploration. Miranda’s business model is to identify and secure mineral resource properties for which it seeks suitable joint venture partners. Once partners are found, the partners fund exploration to earn an interest in the project.

The Company’s exploration projects are located in Colombia – these include Antares, Argelia, Cerro Oro, Mallama, and Oribella.

The Company has built a track record of successful project definition and acquisitions. We share project risk by joint venturing properties thus providing our shareholders exposure to numerous gold exploration projects while at the same time conserving our treasury.

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C. Organizational Structure

Miranda has two active, directly and wholly owned subsidiaries: one being Miranda U.S.A., Inc., which was incorporated under the laws of the State of Nevada; the other being Miranda Gold Colombia I Ltd. (“MAD I”), which was incorporated under the laws of the Province of British Colombia, Canada.

MAD I holds the Company’s interests in Miranda Gold Colombia II Ltd., Miranda Gold Colombia III Ltd. (formerly Rovira Mining Limited), Miranda Gold Colombia IV Ltd., and Miranda Gold Colombia V Ltd. all having been incorporated under the laws of the Province of British Columbia, Canada. The MAD II Branch Office was organized in Colombia as a “Sucursal Colombia” under a certificate issued by “Camara De Comercio De Bogota”. MAD III owns a Colombian subsidiary Miranda Gold Colombia III S.A.S., which owns a Colombian subsidiary Minera Mallama S.A.S. MAD V owns a Colombian subsidiary Riosucio Mineria S.A.S.

Organization Chart as of November 30, 2017:

DESCRIPTION: 5%,DESCRIPTION: 5%,DESCRIPTION: 5%,DESCRIPTION: 5%,DESCRIPTION: 5%,DESCRIPTION: 5%,DESCRIPTION: 5%,DESCRIPTION: 5%,DESCRIPTION: 5%,DESCRIPTION: 5%

(1)

prior to October 31, 2016, the ownership was 30% - however, with the termination of the Prism Agreement (effective October 31, 2016) the ownership of Miranda Colombia V Ltd. reverted back to 100%.

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D. Property

Overview of Projects

None of the exploration properties controlled by Miranda contain any known ore reserves and all work programs are exploratory searches for ore grade mineralization. Proven and probable mineral reserves for the Lucky Shot project in Alaska (the 14% diluted interest owned by Miranda which is the subject of a binding LOI) are reported in the National Instrument 43-101 Technical Report: Preliminary Feasibility Study for the Lucky Shot Project, Matanuska-Susitna Borough, Alaska, USA , dated June 24, 2016.

Data disclosed in this Annual Report on Form 20-F, including sampling, analytical and test data, have been reviewed and verified by the Chief Executive Officer and Director, Joseph Hebert, C.P.G., B.Sc. Geology and Qualified Person as defined by National Instrument 43-101.

Miranda applies the option to joint venture business model to its operations. Through generative exploration, it stakes claims on mineral properties, or acquires the property by way of an option to lease agreement and then seeks a partner to fund the exploration of the project to earn a joint venture interest. In some agreements Miranda receives common stock and/or cash option payments as a portion of the joint venture partner’s cost to earn an interest.

Miranda’s exploration funds are expended on generative exploration programs, principally in Alaska, USA, and in Colombia, to identify prospective areas for staking and subsequent option to a partner to fund continued exploration.

The majority of Miranda’s option agreements require the funding partner to fund a minimum exploration program in each agreement year and all of those agreement commitments are found in the notes of the audited consolidated financial statements for the year ended August 31, 2017.

As at November 30, 2017: the Antares project in Colombia is funded and being explored pursuant to an agreement with IAMGold.

The Cerro Oro project in Colombia was being funded (100%) under an agreement with Prism until October 31, 2016, at which time Prism advised of its termination of the agreement. Miranda is currently seeking funding partners for the Argelia, Cerro Oro, Mallama, and Oribella projects in Colombia.

The Company, generally, has a minor role in designing or directing the exploration program on each project or the timing of the program - as this is typically up to the funding partner. Cerro Oro was an example where Miranda planned and managed work programs on behalf of a funding partner.

Where Miranda does conduct generative exploration programs, the Quality Assurance and Quality Control protocols for its generative exploration sample programs can be summarized as:

Rock, soil and stream sediment samples taken for Miranda’s project generative program are collected and bagged in the field and transported to either Miranda’s secure sample storage area or taken directly to ALS Chemex or SGS sample preparation facilities in the USA or Colombia.

All samples are analyzed for gold and up to 51 additional elements. Gold analyses procedures include fire assay fusion of a nominal 30 gram or aqua regia extraction from a nominal 25 gram pulverized sample weight. After fusion or extraction, gold abundance is determined by gravimetric, atomic absorption spectrometry or ICP (Inductively Coupled Plasma) with MS (Mass Spectrometry) or AES (Atomic Emission Spectrometry) techniques. The additional elements are determined on 15 to 50 gram sample weights by aqua regia extraction with ICP-MS or ICP-AES finishes. Rock and drill samples are prepared for analyses by crushing, splitting off and pulverizing 250 grams (85 percent passing a 75 micron, 200 mesh screen). Soil and stream sediments are sieved and analyzed on the portion passing a 180 micron (80 mesh) screen. Lower detection limit for gold is 0.001 ppm and variable for the additional elements. Gold values above 10 ppm are routinely re-assayed.

A blank (zero gold value) and a standard (known gold value) sample is submitted for each grouping of thirty to fifty samples, and selected samples are reanalyzed when blanks or standard samples show a significant (20 percent with standards or 30 ppb gold with blanks) variance from known values. Standard and blank check samples verify gold values but not trace element values. Periodic duplicate samples are routinely collected and submitted for analyses from soil sample grids and reverse circulation drilling.

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MIRANDA’S ALASKA PROPERTY

Cautionary Note to U.S. Investors – In this Annual Report, we use the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”, which are geological and mining terms as defined in accordance with NI 43-101 under the guidelines adopted by CIM, as CIM Standards in Mineral Resources and Reserve Definition and Guidelines adopted by the CIM. US investors in particular are advised to read carefully the definitions of these terms as well as the “Cautionary Note to U.S. Investors Regarding Resource and Reserve Estimates” above.

Joint Venture Agreement

On November 5, 2014, the Company signed a definitive agreement with Gold Torrent on its Willow Creek / Lucky Shot project in Alaska that supersedes the letter of intent signed on August 6, 2014. Under the terms of the agreement, Gold Torrent will be the operator of the Alaska Gold Torrent, LLC joint venture; Gold Torrent will sole fund the first US$10 million (“Initial Capital”) of expenditures on the joint venture to incrementally earn a 70% interest in the joint venture at which time Miranda will have a 30% interest in the joint venture; the parties will proportionately fund any capital expenditures in excess of the Initial Capital (“Excess Capital”); and the Company will receive 10% of the distributable cash flow until Gold Torrent is repaid its Initial capital, Miranda will then receive 20% of the distributable cash flow until Gold Torrent is repaid its share of Excess Capital and finally 30% of the cash flow thereafter.

Sale of AGT LLC to Gold Torrent

On November 6, 2017, Gold Torrent presented a “capital cash call” to the Company, requesting the payment of about US$5.0m from Miranda. The Company decided to not fund this “capital cash call” and instead - allowed its interest in AGT LLC to be diluted – pursuant to the agreement. On November 11, 2017, the Company signed a binding Letter of Agreement (“LOI”) with Gold Torrent for the sale of its now 14% diluted interest in AGT LLC. The closing date shall be the date on which Gold Torrent completes its listing on the Toronto Stock Venture Exchange - expected to occur on or before March 15, 2018 - or such other date as is mutually agreed upon by the parties. The LOI will automatically expire on May 1, 2018, or on such other date as mutually agree upon by the parties.

The purchase price to be paid by Gold Torrent shall consist of:

•

US$1,000,000 - as a firm obligation, in cash, to be paid to Miranda by Gold Torrent as follows:

US$250,000 paid on the Closing Date;

US$250,000 on the first annual anniversary of the Closing Date; and

US$500,000 on the second annual anniversary of the Closing Date.

•

500,000 share units of GTI (one common share and ½ warrant) to be issued to the Company by Gold Torrent at the Closing Date: and

•

Payment by Gold Torrent to the Company of US$4.00 per ounce of gold produced by the AGT LLC in excess of 120,000 ounces - up to a maximum of 400,000 ounces – such payment expected to total US$1,120,000.

Willow Creek / Lucky Shot Property and Preliminary Feasibility Study

The following summary ( beginning on page 29 below ) has been reproduced from a technical report titled “National Instrument 43-101 Technical Report: Preliminary Feasibility Study for the Lucky Shot Project, Matanuska-Susitna Borough, Alaska, USA” dated June 24, 2016 (the “Lucky Shot Report”) prepared by Hard Rock Consulting, LLC, 7114 W. Jefferson Avenue Suite 308, Lakewood, CO 80235. The Lucky Shot Report was written in compliance with disclosure and reporting requirements set forth in the National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) adopted by Canadian Securities Administrators. The authors are “Qualified Persons” as the term is defined in NI 43-101 and are considered “independent” for the purposes of NI 43-101.

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Rock Consulting, LLC, 7114 W. Jefferson Avenue Suite 308, Lakewood, CO 80235. The Lucky Shot Report was written in compliance with disclosure and reporting requirements set forth in the National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) adopted by Canadian Securities Administrators. The authors are “Qualified Persons” as the term is defined in NI 43-101 and are considered “independent” for the purposes of NI 43-101.

The Lucky Shot Report has been electronically filed with regulators and is incorporated herein by reference. The Lucky Shot Report is available on SEDAR at www.sedar.com under the Corporation’s profile and is incorporated by reference in this Annual Report on Form 20-F.

The Renshaw Royalty

Miranda has reached an agreement to purchase from Daniel Renshaw (“Renshaw”) his 3.3% royalty held on the Lucky Shot / Willow Creek, Alaska project. Miranda holds the Lucky Shot / Willow Creek project under lease from Alaska Hardrock, Inc.

The parties have separated the Renshaw royalty into the area that covers the patented mining claims on the west side of the project (the “A Royalty”) and the area that covers the patented mining claims on the east side of the project (the “B Royalty”). The “A” Royalty covers the area, including the Coleman resource that will be initially developed and placed into production. The “B” Royalty covers ground that is prospective for exploration including the Bullion Mountain targets, , where Miranda has identified unexploited high-grade veins.

“A” Royalty – West Side Willow Creek Project

CLAIMS_1015_WEST_CROP

Miranda has agreed to purchase up to 100% of the “A” Royalty in a series of seven (7) contracts with each subsequent contract contingent on the prior contract being paid in full. Pursuant to each contract Miranda will purchase 0.4% to 0.5% of the “A” Royalty for each cumulative US$143,000 paid at the rate of US$5,000 per month plus interest with the first payment commencing on October 31, 2015. As each contract is paid Miranda will register its ownership of the “A” Royalty purchased. If Miranda does not complete payment of any contract the remainder of the “A” Royalty will remain with Renshaw. The seven contracts will be over an aggregate period of up to 200 months, but such contracts and payments can be accelerated and paid off at any time, providing that Miranda pays Renshaw the full payment of an aggregate US$1,000,000 of principal so that Miranda will have purchased the entire 3.3% “A” Royalty.

In addition, Renshaw has agreed to grant Miranda the option to purchase the “B” Royalty which option may be exercised at any time provided that the “A” Royalty contracts are not in default. Miranda may purchase up to 100% of the “B” Royalty for the aggregate amount of US$500,000 in principal to be paid under terms, conditions and instalments that are not inconsistent with those of the “A” Royalty.

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The summary provided below is extracted from the Lucky Shot Report.

“1. EXECUTIVE SUMMARY

1.1 Introduction

Gold Torrent Inc. (“GTOR”) retained Hard Rock Consulting, LLC (“HRC”) to prepare a Preliminary Feasibility Study (“PFS”) for the Lucky Shot Project (the “Project”) located in the Matanuska-Susitna Borough, Alaska, USA. This report, to be filed by Miranda Gold Corp. (“Miranda”), presents the results of the PFS and associated work completed by HRC, and is intended to fulfill the Standards of Disclosure for Mineral Projects according to Canadian National Instrument 43-101 (“NI 43-101”). This report is specific to the Lucky Shot Project, which includes mineral resources and mineral reserves from the Coleman and Lucky Shot areas, and was prepared in accordance with the requirements and guidelines set forth in Companion Policy 43-101CP and Form 43-101F1 (June 2011). The mineral resource and mineral reserve estimates presented herein are classified according to Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Definition Standards - For Mineral Resources and Mineral Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. The results of the PFS are based in part on the mineral resource estimate reported in the previously filed NI 43-101 Technical Report, Mineral Resource Estimate for the Willow Creek Project, Matinuska-Susitna Borough, Alaska, dated March 24, 2016, with an effective date of February 1, 2016.

1.2 Property Description and Ownership

The Lucky Shot Project is located within the historic Willow Creek mining district of south central Alaska, roughly 40 km northeast of the town of Willow in the Matanuska-Susitna Borough, and about 80 km (50 miles) northeast of Anchorage. The district covers an area of around 82 km2 along the southwestern edge of the Talkeetna Mountains, centered at about N61°46'30" latitude and W149°20'30" longitude. The Project area is situated in the western portion of the district, and includes the historic Lucky Shot, War Baby, Coleman, and Murphy mines and prospects.

On November 5, 2014, GTOR entered an Exploration and Option to Enter Joint Venture Agreement between Gold Torrent and Miranda, which grants Gold Torrent the right to earn-in up to 70% ownership in the proposed joint venture. Miranda would hold the remaining 30%. The initial work commitment requires GTOR to expend $1,070,000 including to pay and perform all obligations of the lessee under the underlying mineral lease and pay all costs incurred on or for the benefit of the property for exploration and development work. Upon completion of the initial earn-in expenditure of $1,070,000 GTOR shall earn a 20% interest and the joint venture shall be formed as a limited liability company between Miranda and Gold Torrent. Miranda shall own 80%. The joint venture company shall be managed by GTOR and governed by a two-person management committee composed of one member from each party. Miranda shall contribute the AHI mineral lease to the joint venture and GTOR shall contribute the $1,070,000 in expenditures including the work product, reports, engineering and permitting results achieved.

Miranda and AHI, the property owner, entered into a mineral lease for the patented and unpatented mining claims and rights. Miranda paid an initial payment of $50,000 to AHI on November 15, 2013 followed by a subsequent payment of $100,000 to secure the first year lease. As part of its earn-in obligations under the November 5, 2014 Exploration and Option to Enter Joint Venture Agreement between Gold Torrent and Miranda, Gold Torrent paid AHI $150,000 by the due date of January 15, 2015, as required under the lease document to secure a second year of the lease. The term of the lease is eighty years.

1.3 Geology and Mineralization

Rock types in the Project area are comprised of faulted Upper Cretaceous granite and the Willow Creek quartz diorite-tonalite (a phase of the Talkeetna Batholith), bordered to the south by the Jurassic Hatcher Pass Schist of the Peninsular terrane. The Willow Creek quartz diorite-tonalite is intruded by a variety of dikes with chilled margins ranging in composition from aplite to lamprophyre (Cooley, 2009).

Northwest striking and steeply (60-80°) dipping faults crosscut the entire Willow Creek intrusive. Less faulting occurs in the Hatcher Pass Schist. The faults have dextral and normal movement with displacement to the east creating an en echelon pattern of vein segments, dikes, and fault blocks. Gold mineralization at the Project is hosted in shallow north-dipping mesothermal veins within shears or reverse faults in the intrusive (Cooley, M., 2006). Quaternary cover is predominantly a product of glaciation with only minor re-working.

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The Willow Creek mining district's only known economic mineral is gold contained in mesothermal veins within low angle shears in the Willow Creek quartz diorite-tonalite intrusive. The important lode gold-bearing shears strike 60-80° and dip 30-60° northerly. The argon isotope method dates sericite in vein associated alteration to approximately 66.9 to 65.6Ma.

Another group of structures trending nearly due north with dips from near horizontal up to 45° to the west are also significant, but are only near to the intersections with the more important east-northeast trending veins. The productive veins have coarsely crystalline quartz with minor pyrite, sphalerite and other sulfides, telluride and visible gold. Gold deposition is a late event and only very minor amounts of gold are occluded within sulfides.

1.4 Status of Exploration

Enserch actively explored the Lucky Shot mine and greater Willow Creek district from 1978 through 1985. Enserch drove a 1,500 ft. (457 m) exploration drift below the Lucky Shot mine and drilled 11 underground core holes totaling 10,364 ft. (3,159 m) during the 1984 field season. Additionally, Ensearch drilled 7 surface core holes in the Coleman zone totaling 4,881 ft. (1,488m).

FMM acquired the Project in 2004, and subsequently moved forward with well-planned helicopter supported drilling exploration from 2005 to 2010. FMM completed seven (7) NQ2 size core drill holes in 2005 and intercepted significant gold mineralization. The drilling tested and confirmed earlier Enserch drill intercepts in the Coleman area. The majority of seventy-three (73) core drill holes drilled in 2006 tested the central Coleman area with step-out fan drilling. Encouraging results from drilling in the Coleman and Murphy areas prompted additional drilling in 2007 in these areas. Drilling during 2007 was concentrated northeast and southwest up and down dip from the historic Coleman workings and extended mineralization to the west both above and below the historical Coleman workings. Other drilling verified Enserch intercepts down dip from the Lucky Shot workings and expanded the mineralization in the Murphy area. In 2008 ten core drill holes were completed in the War Baby mine area. Two of ten drill holes intersected gold mineralization with the best intercept of 0.4 m @ 33.75 g/t gold.

In 2014, Miranda and GTOR geologists completed a 234-sample soil grid and collected rock samples of quartz vein rubble. Results strongly suggest that the vein system mined on Bullion Mountain within the Willow Creek mining district extends beyond the fault that bounded historic production. The highlight of the sample program is the discovery of three quartz vein sub-crops that assayed 1.48 oz, 0.50 oz and 0.53 oz Au/t (50.74 g, 17.05 g and 18.15 g/t Au).

In 2015, GTOR shipped 2,200 lbs. of ore material from the Lucky Shot area to Hazen Laboratories in Golden Colorado for metallurgical and geochemical analysis. Three sample splits of quartz + sulfide + carbonate from the Lucky Shot shear zone ranged from 25 to 26.2 g/t Au. Results from this testwork are included in Section 13 and in the appended Hazen report of 2016.

1.5 Mineral Resource Estimate

Resource geologist Zachary J. Black, SME-RM, of HRC is responsible for the mineral resource estimate presented here. Mr. Black is a Qualified Person as defined by NI 43-101, and is independent of GTOR. HRC estimated the mineral resource for the Project based on drillhole data constrained by geologic vein boundaries with an Inverse Distance Weighted (“ID”) algorithm. Datamine Studio RM® V1.0.73.0 (“Datamine”) software was used to complete the resource estimate in conjunction with Leapfrog Geo® V.3.0.0 (“Leapfrog”), which was used to produce the geologic model. The metals of interest at Willow Creek are gold and silver.

The Project is defined by veins within the Coleman, Lucky Shot, War Baby, and Murphy fault blocks. The mineral resource estimate is comprised of 10 veins. Eight veins from the Coleman area and 2 veins from the Lucky Shot area. The Murphy and War Baby areas are excluded from the mineral resource estimate due to insufficient data. The mineral resources have been estimated using 3-dimensional (“3D”) block model.

HRC first constructed the geologic vein model using Leapfrog Geo Version 3.3.0 using a linear interpolation methodology and sample intervals. East/West oriented cross-sections were used to select intervals from each drillhole representing the vein material. Points representing the hanging wall and footwall contacts were extracted to interpolate hanging wall and footwall surfaces. These surfaces were used to delineate each vein solid (Figure 14-2).

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The surfaces were evaluated in 3-dimensions to ensure that both the down dip and along strike continuity was maintained throughout the model. Vein volumes in the area of historical production were removed by clipping the solid against an area mapped as having been exploited in the historical mine workings.

The 3D geologic solids were converted to block models using Datamine. Block model prototypes were created for each of the fault blocks. The model prototypes are rotated along strike and down dip and encompass the entire vein. A block size of 1.5m x 1.5m in the strike and dip directions was established to match the mining method being planned by GTOR. The blocks in the z direction were sub-blocked to the vein thickness.

Comparisons were made with ordinary kriging (“OK”) and inverse distance-squared (ID2.5) methods. The ID2.5 method was selected for reporting due to better fit with drillhole data throughout the model. Gold grades were estimated in each vein by using incremental search ellipses to provide an estimation of the gold and silver grade within every block inside the vein solids. Grades outside of the defined veins were not estimated. A true thickness composite length weighted ID2.5 was used to estimate grade for all domains. Ordinary Krige (“OK”) and Nearest Neighbor (“NN”) models were run to serve as comparison with the estimated results from the ID2.5 method.

HRC used two methods to classify the mineral resources into measured, indicated, and inferred. For the Coleman fault block veins, measured resource are those blocks with at least one composite within an anisotropic distance of 15 x 6 meters of the block centroid. Indicated resources are those blocks with at least 2 composites within an anisotropic distance of 75 x 30 meters. Inferred resources are those blocks with at least 2 composites within an anisotropic distance of 150 x 60 meters.

For the Lucky Shot area veins, a polygonal method was used to classify resources into indicated and inferred. An exterior drillhole fence, was constructed using drillhole intercepts. An indicated boundary was generated by expanding 25 meters from the drillhole fence polyline, and 25m from drillhole intercepts. Indicated resources are those blocks inside the indicated boundary. Inferred resources are those blocks outside the indicated boundary. In cases where a single drillhole was used to estimate mineral resources, those blocks within a 15 x 6-meter search volume are classified as indicated.

The mineral resources for the Project as of February 1, 2016, are summarized in Table 1-1.

Table 1-1 Mineral Resource Statement for the Lucky Shot Project, Matanuska-Susitna Borough, Alaska

Hard Rock Consulting, LLC, Effective Date of February 1, 2016

Classification	Tonnes (x 1,000)	Gold		Silver
Classification	Tonnes (x 1,000)	g/t	Oz	g/t	oz
Measured	57.9	26.8	49,900	2.5	4,700
Indicated	148.6	15.0	71,600	1.6	7,400
Measured + Indicated	206.6	18.3	121,500	1.8	12,100
Inferred	59.0	18.5	35,100	1.5	2,900

Note: Measured, Indicated and Inferred mineral classifications are assigned according to CIM Definition Standards. Mineral resources, which are not mineral reserves, do not have demonstrated economic viability and there is no guarantee that mineral resources will be converted to mineral reserves. (1) The mineral resource estimate was prepared by HRC based on data and information available as of February 1, 2016. The 2016 Measured, Indicated and Inferred mineral resources are reported considering a base case estimate that applies a cutoff grade of 5 g/t Au based on the estimated operating costs, 80% gold and silver recoveries, and a $1,265/oz gold price.

1.6 Mineral Reserve Statement

Mr. Jeff Choquette, P.E., MMSA QP, of HRC is responsible for the mineral reserve estimate presented herein. Mr. Choquette is Qualified Person as defined by NI 43-101 and is independent of GTOR. The mineral reserve calculation for the Project was completed in accordance with NI 43-101 and is based on all data and information available as of May 31st, 2016. Stope designs for reporting the reserves were created utilizing the mineral resources presented in Section 14 of this report. An open stull stope mining method is planned to extract the Coleman and Lucky Shot deposits with random waste pillars. Ore is planned to be processed in a gravity concentration process plant capable of processing 200 tpd.

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HRC utilized Datamine’s Mineable Shape Optimizer (“MSO”) program to generate the stopes for the reserve mine plan. The stopes were created based solely on Measured and Indicated mineral resources, which have demonstrated to be economically viable, including internal stope dilution above the calculated cutoff; therefore, Measured and Indicated mineral resources within the stopes have been converted to Proven and Probable mineral reserves as defined by NI 43-101. Inferred mineral resources are not considered as part of the reserve statement.

Dilution is applied to Measured and Indicated resource blocks depending on the mining method chosen. For blocks to be exploited using open stull stope mining methods, external dilution was applied in the amount of 20% at a grade of zero. Internal dilution is also applied based on any blocks that fall inside the stope shape but are below cutoff. A mining recovery is also applied to convert resources to reserves and is estimated at 90%. These factors resulted in an overall dilution factor of 31% for the Coleman vein and 56% for the Lucky Shot vein, with an overall average dilution of 34% for the reserves.

The mining breakeven cut-off grade was used to generate the stope designs in DataMine’s MSO for defining the reserves. The estimated operating costs and mill recoveries developed for the PFS are used to calculate the reserve breakeven cut-off grade. A gold price of $1175/oz was chosen, which is close to the 200 day moving average of $1162/oz as of May 31st, 2016. The mine operating costs used in the cutoff calculation exclude the costs for development. The cut-off is stated as gold equivalent since the ratio between gold and silver is variable and both commodities are sold, although the silver is estimated to be fairly insignificant with only 0.12% of the revenue coming from the silver produced. The average cut-off grade used for the Project is 7.0 g/t AuEg.

The Proven and Probable mineral reserves for the Project as of May 31st, 2016 are summarized in Table 1-2. The reserves are exclusive of the mineral resources reported in Section 14 of this report.

Table 1-2 Proven and Probable Mineral Reserves, Effective Date May 31 ^st , 2016

Classification	Area	Tonnes (x 1,000)	Gold		Silver			Dilution
Classification	Area	Tonnes (x 1,000)	g/t	oz	g/t		oz	Dilution
Proven	Coleman	68.7	18.9	41,672	2.02		4,465	37%
Proven	Lucky shot	0	0	0	0		0	0%
Total Proven		68.7	18.9	41,672	2.02		4,465	37%
Probable	Coleman	87.9	13.4	37,936	1.67		4,728	26%
Probable	Lucky shot	17.8	13.8	7,897	0.09	51		56%
Total Probable		105.7	13.5	45,833	1.41	4,779		31%
Total Proven + Probable		174.4	15.60	87,504	1.65	9,244		34%

1. Reserve cut-off grades are based on a 7.0 g/t gold equivalent with 78.3:1 silver to gold ratio.

2. Metallurgical recoveries were estimated at 90.0% silver and 91.8% for gold.

3. Mining recoveries of 90% were applied.

4. Minimum mining widths were 0.8 meters.

5. Dilution factors averaged 34%. Dilution factors are calculated based on internal stope dilution calculations and external dilution factors of 20%.

6. Price assumptions are $15 per ounce for silver and $1,175 per ounce for gold.

7. Figures in table are rounded to reflect estimate precision; small differences generated by rounding are not material to estimates.

1.7 Conclusions

HRC is of the opinion that GTOR has thorough understanding of the geology of the Project, that GTOR is applying the appropriate deposit model for exploration, and that the potential for continued discovery of additional mineral resources at the Project is high.

HRC concludes that the sample preparation, security and analytical procedures are correct and adequate for the purpose of this technical report. The sample methods and density are appropriate and the samples are of sufficient quality to comprise a representative, unbiased database.

HRC has reviewed the check assay programs and believes the programs provide adequate confidence in the data. Samples that are associated with failures and the samples associated with erroneous blank samples have been reviewed. Errors have been justified as labeling errors or are infrequent. All of the samples associated with erroneous QA/QC results are reviewed prior to inclusion in the database.

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HRC received original assay certificates in csv format for the drilling conducted from 2005 to 2009 in the current database. A random manual check of 10% of the database against the original certificates was conducted. The error rate within the database is considered to be less than 1% based on the number of samples spot checked. HRC is of the opinion that the data maintained within the database is acceptable for mineral resource estimation.

Significant historical reports and more recent testwork strongly support the conclusion that the mineralized material with contained gold at the Willow Creek Project will respond favorably to beneficiation by careful liberation and gravity concentration. Such a process minimizes the generation of slimes and presents size-classified material to the gravity concentration unit operations, commercially expected to be spiral concentrators and table concentrators. Gold recovery in excess of 90% while producing non-acid tailings has been demonstrated by test work and calculations. Further testing in support of a feasibility study and final engineering is recommended as follows:

• Confirm comminution energy requirements via conventional Bond testing

• Determine Bond abrasion index for engineering cost estimation

• Quantify liquid/solid separation, i.e., settling tests on various process streams

• Establish performance of commercial spirals

• Establish additional liberation information from gravity size/recovery testing

• Establish gravity recovery as function of feed grade (both upwards and downwards)

• Characterize gravity tailings

• Determine if further classification of minus 325 mesh ore will increase gold recovery

• Evaluate enhanced centrifugal gravity concentration of ore fines and tailings

1.8 Recommendations

Exploration of the Project has advanced to the consideration of a year round underground mining operation. GTOR has made the decision to advance the project into development and production. Determining the metallurgical and mining parameters for the Project will be the key focus of continued development.

HRC’s recommendations are intended to provide GTOR with a path toward development of the Project. Advancing the Project is not contingent upon positive results of the work program outlined in Table 1-3, though the engineering, permitting and environmental requirements necessary to bring the Project into development need to be assessed in order to understand any difficulties or costs that might impact the overall Project economics. The anticipated costs for the recommended scope of work are presented in Table 1-3.

Table 1-3 2016 Recommended Scope of Work for the Lucky Shot Project

Recommended Scope of Work	Expected Cost (US$)
Environmental Permitting Work	$ 150,000
Geotechnical Analysis	$ 20,000
Metallurgical Test work	$ 75,000
Detailed Mine Design and Final Engineering	$ 250,000
Exploration Drilling	$ 100,000
Subtotal	$ 595,000
15% Contingency	$ 89,250
Total Budget	$ 684,250

----- End of extracted summary of the Lucky Shot Report -----

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MIRANDA’S COLOMBIA PROPERTIES

Miranda’s objective in establishing a presence in Colombia is to make an entry into an under-explored frontier area that is experiencing a relatively high rate of multi-million ounce gold discoveries.

The following summary table identifies the nature of our ownership or interest in the Colombia properties, the type of claim, number of claims, and the unique identifying numbers.

Property	Ownership / Owner	Nature of holding	No. of Claims	Serial Numbers	Option Agreement

Antares	ExpoGold Colombia SA / Miranda Gold Colombia	Applications	2	OG8-08042; OGN-11491	IAMGold
	Activos Mineros de Colombia SAS / Miranda Gold Colombia	Applications	5	OG2-095310; PKC-10311; PKO-08531; QDO-10291; PDO-08001	IAMGold
	Miranda Gold Colombia II Ltd Sucursal Colombia	Applications	5	OG2-084816; OG2-085116; QF9-08031; OL2-08011; QL7-13481	IAMGold

Argelia	Bullet Holding Corp / Miranda Gold Colombia	Applications	3	KHP-08044X; KHP-08045X; KK6-08012X	Open

Cerro Oro	Riosucio Mineria SAS / Miranda Gold Colombia	Titles	1	LHB-11031	Open
Cerro Oro	Miranda Gold Colombia II Ltd Sucursal Colombia	Applications	3	OG2-08131; PGP-08011; QF9-08041	Open

Mallama	Minera Mallama SAS / Miranda Gold Colombia	Titles	2	IKE-10371X IKE-10391X	Open

Oribella	IGTER S.A / Miranda Gold Colombia	Applications	1	B7647005	Open
Oribella	Miranda Gold Colombia II Ltd Sucursal Colombia	Applications	2	RJQ-08401; SI8-08001	Open

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The following is a location map of our properties in Colombia:

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Antares, within the department of Antioquia, Colombia

Nature of interest and terms of acquisition

On October 9, 2015, the Company executed an option agreement (the “Antares Option”) by and among Activos Mineros de Colombia S.A.S. (“AMC”), the Company, and the Company’s subsidiary MAD II, and the Colombian Branch of MAD II to acquire the Antares property, with minimum operation payments due and a share issuance by the Company according to the Antares Option. Upon commencing commercial production (as defined in the agreement), the minimum operation payments will cease and the payment of a 1.8% NSR royalty will commence.

Miranda paid US$60,000 on October 9, 2015, with a second payment of US$60,000 paid on October 9, 2016. A $70,000 payment will be due within 30 days of the registration of the mining concession in the National Register of the core application and subsequent annual payments will be required on the anniversary of that registration date until the payments of a 1.8 % production royalty commence from commercial production. The Mining Lease is for fifty years. Annual work requirements to a cumulative US$2.0 million are required over six years, but this work commitment can be suspended for any two-year period that Miranda does not have a partner funding the work at Antares.

The Antares project covers a large intrusive related gold system with both veinlet and sheeted fracture controlled gold mineralization. The combined project covers 10,500 hectares. It is located 20km east northeast of Medellin and 45km west-southwest of the Gramalote deposit within the Antioquia Batholith.

Funding partner agreements

On March 15, 2017, the Company announced it has signed an option agreement that allows IAMGold Corporation (“IAMGold”) (TSX: IMG, NYSE: IAG) to earn an interest in Miranda’s Antares Project in Colombia by conducting exploration on a scheduled earn-in basis. IAMGold will operate the project with input from Miranda. IAMGold is required to incur US$100,000 in expenditures during 2017 to maintain the right to enter into the option which begins on the later of January 1, 2018 or the date on which mineral title to one or more of the exploration applications making up the Antares Project has been granted by the Colombian government. At such time, should IAMGold elect to enter into the option, it will be obligated to incur US$750,000 in expenditures during the subsequent 12 months.

The option agreement grants IAMGold an option to acquire an initial undivided 51% interest in the mineral rights of Antares by funding a total of US$5,000,000 in expenditures, including a commitment to drill at least 3,000 meters over four years. IAMGold also has a second option to acquire a further undivided 14% interest in the mineral rights, for an aggregate 65% interest by making additional exploration expenditures of US$7,000,000, including a commitment to drill at least 12,000 meters within a subsequent term of four years from the exercise of the first option. IAMGOLD can attain a further 10% interest, for an aggregate 75% in the mineral rights of Antares, by providing Miranda, at its election, financing for mine construction.

Exploration work completed by Miranda and its funding partners on the property

Antares is a grass roots generated project. Initial prospecting in the area led to a large-scale stream sediment-sampling program that showed widespread anomalous gold values in most drainages. Follow-up of these anomalies led to systematic channel sampling of a historic large hydraulically mined open cut referred to as the Santa Rita pit.

Previous systematic 2m-interval channel sampling by Miranda within the Santa Rita hydraulic pit shows an area of 310m by 160m of near continuous mineralization where sample intervals composite above 0.4 g Au/t. The better continuous runs of channel samples within the larger anomaly include 32m of 1.24 g Au/t and 18m of 1.5 g Au/t. This mineralization is open in two directions and extends to the limit of the pit. A small road cut exposure approximately 150m north of the pit limit shows 4m of 2.6 g Au/t and this mineralization may be continuous with the mineralization in the pit.

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Miranda sampling shows that the central project area is within the footprint of a very strong stream sediment anomaly that covers approximately 12sq km. Of fifteen stream sediment samples that make up this anomaly, all are more than 100ppb, and seven of fifteen are greater than 500ppb Au with a high of 9,820ppb Au. Numerous other high-grade stream sediments samples require follow-up and definition elsewhere on the project.

Gridded soil sampling was conducted in the area of the Guaricu Pit. A significant anomaly is indicated at a 50 ppb cut-off with high values of 280 ppb Au. This anomaly is 800 m long and 100 to 200 m wide and open to the northeast and southwest.

Rock formations and mineralization

Miranda's exploration model at Antares is for an intrusive-related sheeted vein-fracture system analogous to the Gramalote deposit. The resource at Gramalote consists of five or more parallel, northeast mineralized zones. These zones probably reflect structures of a regional dilational framework that is also prevalent and important for exploration at Antares. Gramalote (4M ounces gold, owned by B2 Gold and Anglo Ashanti), is a large intrusive related gold system that is noted for large areas of historic open cut hydraulic mining. Similarly, the Antares project contains eight large pits that were a result of historic hydraulic gold mining of in situ weathered granite. Mined areas commonly show subparallel high density fracturing and veinlets within the granitic host rock. Clays and hematite are the dominant alteration types; locally veins show distinctive alteration selvages that may be relict feldspar and potassic alteration. The dominant structures on both the fracture scale and project scale are northeast. An alignment of hydraulic workings and adits suggests that the Antares mineralization extends for 5.5km.

Exploration Plans

Exploration is planned in and around the Santa Rita pit while identifying other mineralized zones along the 5.5km trend, especially within the area of the large stream sediment anomaly. Soil sampling initiated near the Guaricu Pit show good detection response and gridded soils will eventually be extended from the Guaricu Pit to the Santa Rita pit. This area is all within a footprint of very anomalous stream sediments.

Argelia, within the department of Antioquia, Colombia

Nature of interest and terms of acquisition

On June 15, 2017, the Company signed a definitive agreement to acquire the Argelia Project from Bullet Holding Group (“Bullet”) for payments and retained interests.

The terms of this agreement require that Miranda make the following series of payments and a share issuance – all based on the occurrence of the following events:

Event	Issuance of Mirada shares	Payment amount US$
By June 22, 2017	-	100,000
Issuance of US$100,000 equivalent in Miranda common shares	1,624,270	-
Upon conversion of the applications to titles	-	100,000
Upon receipt of approval for forestry subtraction – or – Miranda making drill applications for any of the titles	-	100,000
Upon receipt of drill permits	-	100,000
Upon announcement of an NI 43-101 resource of >500,000 oz/au total in all categories (M+I+I)	-	250,000
One year from the announcement of an NI 43-101 resource of >500,000 oz/au	-	250,000

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A residual net profits interest (“NPI”) of 4% - or – a residual net smelter royalty (“NSR”) of 1.5% - whichever is greater - will be payable to the vendor, until US$6.0m has been paid - at which time an NSR of 1.5% will be payable for the life of the mine.

There are no minimum work commitments on Argelia, and there is no area of influence restrictions for Miranda any adjacent property.

Funding partner agreements

Miranda is currently seeking a joint venture partner for Argelia.

Location and means of access to the property

The Argelia Project totals 5,400 hectares in three exploration applications, and is 145km or about four-hours by road from Medellin, within the Antioquia Department. No indigenous lands impact the project. However, the project requires subtraction from the forestry reserve - as do all applications granted under the “Second Law” - and they then must be converted to title.

History of previous operations and previous operators on the property

Eighteen or more distinct veins are observed in surveyed historic workings on the Argelia project - with ten showing sample values of greater than 10 g Au/t up to 109 g Au/t from 0.5 meters to 4 meters sampled vein widths. The best sample returned 20.5 g Au/t over 4 meters in a historic crosscut. Approximately 100 meters vertically below this crosscut, there is another adit on the same vein showing one meter at 20 g Au/t, suggesting that a mineralized “shoot” may exist between the two levels. Public records report that a private British company mined on the project prior to 1950 in the area of the upper crosscut and lower adit.

Rock formations and mineralization

The veins appear to be distributed sub-parallel across a regional-scale, 2-kilometer northeast-trending shear zone and exposures extend for 8 kilometers along strike. The veins strike at an oblique angle to the shear zone and may be emplaced in dilational structures, secondary to the main shear. Veins are only noted in workings, and it is likely that significantly more veins are unexposed across the shear zone. The style of mineralization and associated metals suggest that Argelia is an intermediate sulfidation (IS) epithermal system.

Exploration work completed by Miranda and its funding partners on the property

Miranda has performed sampling in workings and reconnaissance prospecting and reviewed the sampling done by Bullet on the Project.

Cerro Oro, within the department of Caldas, Colombia

Nature of interest and terms of acquisition

The Cerro Oro project covers a total of 1,584 square hectares (6 square miles) and lies within the department of Caldas.

On January 16 2013, the Company entered into a lease agreement on the Cerro Oro property (the “Cerro Oro Option”) which required payment of US$10,000 on signing and a payment of US$80,000 upon conversion of the application to a license. To maintain the lease, annual escalating payments that total $625,000 over five years will be required and thereafter annual payments of US$135,000. The project is also subject to a 1.2% production royalty and a per-ounce bonus for Measured and Indicated NI 43-101 compliant Resource and Reserves.

On April 1, 2014, an exploration contract for the Cerro Oro project was issued by Agencia Nacional de Minera (“ANM”).

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Funding partner agreements

On June 23, 2014, the Company entered into a share purchase agreement (“SPA”) and a shareholder agreement (“SA”) with Prism. Pursuant to the SPA, Miranda assigned 70% of the shares of MAD V to Prism. The activities of MAD V were governed by the SA. After spending $700,000 - the obligation amount - Prism terminated the SPA and SA, with effect from October 31, 2016. The seventy (70) shares of MAD V were returned to Miranda.

Miranda is currently seeking a joint venture partner for Cerro Oro.

Location and means of access to the property

Cerro Oro covers approximately 700 hectares and lies within the Caldas department approximately 120 km south of Medellin or approximately midway between the Gran Colombia’s historic epithermal Marmato project and Batero Gold’s porphyry gold-epithermal Quinchea projects in the prolific Middle Cauca Gold Belt.

History of previous operations and previous operators on the property

Informal miners have developed workings on thin veins of quartz-adularia-pyrite and also excavated local bladed quartz after calcite textures. Adularia and bladed texture is a common feature of the productive parts of low sulfidation gold systems and can be associated with bonanza veins.

Outcrop exposure is limited to creek beds but these exposures suggest alteration and mineralization occurs over two square kilometers. Alteration seems to occur within the damage zone of a northwest-trending structural zone up to 600 meters wide. Notably it is common to recover fine free gold by panning crushed outcrop samples and artisanal miners are locally recovering free gold from in situ sap-rock by small-scale hydraulic mining. Informal miners are also recovering a significant portion of gold from veins and fractures using a simple gravity circuit without any chemicals.

Exploration work completed by Miranda and its funding partners on the property

At Cerro Oro gold-silver mineralization is hosted in sericiticly and argillically altered 2-3MA volcanic tuffs and flows of the Combia Formation associated with extensive multidirectional hematitic fractures zones. This formation overlies porphyry systems elsewhere in the Cauca Belt. Gold has a geochemical association with arsenic, mercury and antimony and generally low or background base metal values. Discreet veining is restricted although inferred late-stage quartz-stibnite-gold veins occur locally. Outcrop exposure is limited to creek beds but these exposures suggest alteration and mineralization occurs over two or more square kilometers. Alteration seems controlled predominantly along a northwest-trending structural zone up to 600 meters wide. Notably it is common to recover fine-grained free gold by panning crushed outcrop samples and artisanal miners are locally recovering free gold from in situ rock by small-scale hydraulic mining. Surface exposures are intensely weathered and oxidized but one subcrop exposes mineralization that is typified by close-spaced, pyritic, generally open fractures with minor silica selvages. Miranda infers that alteration and mineralization style at Cerro Oro represents a fracture-controlled to disseminated, low-sulfidation epithermal gold system and an initial bulk-tonnage target is presented. Limited reconnaissance mapping and prospecting suggests alteration is zoned from argillic to siliceous alteration with depth and that the alteration cell at Cerro Oro may have a spatial and structural relationship to porphyry-style mineralization several kilometers away.

Miranda has completed geologic mapping and extensive 2-meter channel sampling. Approximately 416 channel samples have been taken. Twenty percent of those samples assayed greater than 0.2 g Au/t. Multiple sub-parallel one to two meter width veins were identified within an area of alteration greater than 1 sq km. Locally veins, vein wall rock, and rock unrelated to veins are significantly mineralized. Veins assay as high as 2m @ 12 g Au/t and wall rock and country rock where significantly mineralized assay from 0.5 to 3.0 g Au/t. Samples unrelated to veins have widths up to 6.5 m @ 1.98 g Au/t. These widths and assays come from a database including all rock types, containing assays ranging from non-detectable to 12 g Au/t, with a median value of approximately 0.15 g Au/t. The highest assay reported was 28 g Au/t. Past work involved permitting several trenches that are designed to test for mineral continuity between several of the artisanal underground workings. Based on the trench results, drill targets were defined.

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In the Summer of 2016, Prism and Miranda “scout” drill-tested Cerro Oro, where mapping and sampling indicated the potential for multiple high-grade gold veins occurring within broader zones of lower grade disseminated and fracture controlled mineralization. The original planned program called for four to five angle holes totaling 1,200 meters. Due to failure to obtain important surface easements in a timely manner, the drill program was limited to three angle holes totaling 472 meters. Miranda will continue to work on easement agreements. All three holes completed have significant mineralization.

Cerro Oro drilling highlights ( refer to Table below ):

CO-001: 1m @ 3.67 g Au/t in a locally coliform, sulfide-quartz breccia, interpreted to be a down-dip and strike extension of the “Victoria Vein”.

CO-003: 1.45m @ 3.53 g Au/t in a heterolithic, matrix supported hydrothermal breccia that forms a contact zone with a dacite porphyry dike. The main breccia is subsequently injected by finer “fluidized” breccia. Several crosscutting sulfide veinlets occur in matrix and clasts. This is a newly recognized mineralization style on the project and indicates complexity and multi-stage mineralization in the system.

The Colombian Ministry of Interior notified Miranda that a “Consulta Previa” with nearby indigenous peoples would be required for any additional work on the project. Miranda has started the “Consulta Previa” process, and intends to pursue it expeditiously.

Miranda drilling demonstrated a proof of exploration target concept, and encountered significant multi-stage, telescoped primary epithermal and possible secondary porphyry-style alteration. This alteration and mineralization complexity was not recognized previous to core drilling. The geometry of the “Victoria Vein” and other veins and vein-breccia were defined, which will help design follow up drilling.

These drill results show a strike extent of 130 m along the “Victoria” fault-breccia-vein zone extending from the surface to a depth of 80m. Gold mineralization is strongly correlated with mercury (to 9.6 ppm), antimony (to 139 ppm), arsenic (to 1,900 ppm) and zinc (to 4,740 ppm). No other elements show appreciable elevated values.

In conventional zoning models for epithermal systems, high level to low level elemental occurrences are - Mercury -> Antimony -> Arsenic -> Gold. In the same zoning models, gold is typically minor or absent in the mercury zone and gold begins to occur more strongly at the deepest extent of antimony, while the highest gold grades occur where arsenic begins to diminish as a major element. Zinc is associated with gold in many South American epithermal deposits, and the gold-zinc association at Cerro Oro compares favorably to the same relationship seen at nearby Marmato. Using the same exploration zoning model, Marmato would occur with similar abundant zinc and adularia, but below the zone of mercury-antimony observed at Cerro Oro.

Below is a table of significant drill results defined as 1m or greater, greater than 0.300 g Au/t. True thickness cannot be estimated but all holes are angled to test high-angle vein-faults with an approximate 72° southeast dip:

HOLE NUMBER	Interval (m)	Length (m)	Grade (g Au/t)
CO-001	30 to 41.7	11.70	0.388
*including*	*30 to 35.7*	*5.70*	*0.633*
CO-001	56.0 to 60.7	4.70	1.374
*including*	*57.7 to 58.7*	*1.00*	*3.670*
CO-001	78.5 to 80.5	2.00	0.546
CO-002	65.2 to 66.2	1.00	0.679
CO-002	122.2 to 125	2.80	0.866
*including*	*122.2 to 123.8*	*1.60*	*1.170*
CO-003	22.3 to 23.4	1.10	1.250
CO-003	34.6 to 36.5	1.90	0.364
CO-003	66.15 to 67.60	1.45	3.530

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All five plus-1g Au/t intercepts contained either banded quartz vein or vein-breccia over 1m or greater. The minus-1g Au/t intercepts contained pyritic stockwork or sheeted pyritic veinlets and disseminated pyrite. Fine-grained adularia is associated with all gold occurrences. Some breccias contain matrix supported, mineralized clasts that may be explosively injected from lower depths. Breccias are from 6 m to 20 m wide, although the significant gold intervals within them are narrower. However in CO-001, 4.7 m of mixed banded vein and vein-breccia are significantly mineralized.

Alteration is typified by abundant mixed clays and more local silicification. In core, up to four cross-cutting events are observed. Adularia has two habits of occurrence - both as vein and veinlet selvages or pervasive within other alteration.

This limited drill program tests 130m of a system that has a mapped 1.5km strike and 600m width. Miranda believes that intercepting multiple mineralized zones justifies continued drill tests of the large epithermal gold system at Cerro Oro. Widely used epithermal zoning models suggest higher gold grades are highly permissible below a near surface zone one of high mercury and antimony.

Miranda intends to do gridded auger soils over the entire alteration zone and, where possible, determine clay species in soil pits, surface exposures and existing drill core. Gridded soils should indicate the centers of stronger and more continuous areas of gold mineralization. Areas of high-temperature illite may indicate upwelling fluid centers above high-grade mineralization. After modeling structural-dilational controls, future drilling will be designed to test below the mercury-antimony zone.

Rock formations and mineralization

Miranda infers Cerro Oro represents a fracture-controlled to disseminated, low-sulfidation epithermal gold system. Ore fluids have apparently flooded the porous Combia tuffs to create a bulk minable target, although high-grade bonanza veins are typical of a low-sulfidation system and probably develop as drill targets in less porous rocks under the surface tuff.

Mallama, within the department of Nariño, Colombia

Nature of interest and terms of acquisition

On August 31, 2017, Miranda signed the final agreement completing the acquisition of the Mallama project - by purchasing a Colombian simplified share company, Minera Mallama SAS. The formal transfer of the share certificates will occur upon review by the Chamber of Commerce in Colombia. Miranda has paid $298,216 in outstanding license fees (2014 to 2017) on the two titles - and upon receipt of suitable drill permits - Miranda will be required to make an additional payment of US$200,000 to the former shareholders of Minera Mallama SAS. A residual net proceeds royalty of 4% (as defined in the Rocky Mountain Form 5) will be payable to the former shareholders, with a minimum of US$1.0m payable within three years of the commencement of commercial production, capped at US$4.0m over the life of the mine. Otherwise, there are no additional annual payments or minimum work commitments on Mallama, and no acquisition restrictions imposed on Miranda for any adjacent property.

Funding partner agreements

Miranda is currently seeking a joint venture partner for Mallama.

Location and means of access to the property

The Mallama project comprises two titles totalling 9,036 hectares in the Nariño Department, 56 kilometers west of the city of Pasto. The Mallama project is part of a large district that contains more than thirty mapped intermediate sulfidation epithermal veins with strike lengths of over 4km. In 1984, the Japanese International Cooperation Agency (JICA) mapped, sampled, and drilled a portion of the larger vein system - of which the Mallama project covers approximately half. The private El Diamante Mine is just north of Miranda’s Mallama project, and has been active for 30 years or more. All of the areas of Miranda exploration interest are below the high elevation, environmentally protected Paramo.

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Exploration work completed by Miranda and its funding partners on the property

Miranda’s and historic work suggest the Mallama District has exploration potential for numerous sub-parallel high-angle veins on both the mine and district scale, with a prevalence of high-grade gold and silver values that show good continuity in continuous veins and related competent shear zones. The JICA data shows that the known veins can be traced well with soil sampling, and JICA soil anomalies indicate that numerous veins may be unexposed near existing workings. Vein packages occur over or within an area of at least 30 square kilometers on the Miranda titles, indicating a large IS (intermediate sulfidation) epithermal gold system.

In order to progress to drilling at a faster pace and proactively address the concerns of community stakeholders, Miranda is initially focusing on a 1,200-hectare portion of the two titles. By focusing on a smaller area initially, Miranda intends to accelerate subtracting the titles from a Second Law 1959 forestry reserve, completing a Consulta Previa, and providing a framework of legalization and accommodation for informal miners.

In order to confirm historic reconnaissance samples provided by the owner - and make a gross estimate of insitu gold and silver grades in this production area - fifteen channel samples of vein and shear on levels below the main level were taken. These samples show a weighted average grade of 23.2g Au/t over an average width of 0.69 meters - with a range from 2.44 to 76.9g Au/t – and a mean value for the fifteen samples of 22.0g Au/t. The gold to silver ratio is seven-to-one, and the weighted average for silver values is 182.3g Ag/t.

Sampling shows 0.78 meters at 29.34g Au/t, and 0.95 meters at 36.77g Au/t where the vein continues beyond the limit of level development to the southwest and northwest, respectively. High-grade mineralization extends beyond the limit of workings in all directions in the Olmedo Pastas Mine. The vein and adjacent shear in the Olmedo Pastas Mine are continuous, with very little structural disruption - and high gold and silver assay values show a consistent distribution.

Miranda’s recent sampling of the Olmedo Pastas Mine shows preliminary confirmation of historic sampling from Miranda’s titles. Historic sampling from the previous titles owner indicates six other open artisanal mines providing reconnaissance channel samples ranging from 11.8g Au/t to 73g Au/t and 47g Au/t to 1114g Ag/t. These samples are reported to reflect artisanal mine production faces at the time of visit and sample widths were not recorded, but probably do not exceed, the average 0.69 meter width seen in the Olmedo Pastas Mine. Further systematic sampling by Miranda will be needed to verify the accuracy of, and determine if these reconnaissance samples have significant geologic context – however - the historic samples are similar to the Miranda confirmation sampling done in the Olmedo Pastas Mine. Ingeominas (“Colombia Geologic Survey”) also reports two reconnaissance samples taken of 75g Au/t (1,400g Ag/t) and 130g Au/t (120g Ag/t), east and west respectively of the Olmedo Pastas Mine, but within the Bombona zone. The Ingeominas sample widths are also not recorded.

Overall, Miranda has taken forty-seven channel samples in the course of its work in the Olmedo Pastas Mine and two other Bombona Zone workings – one-third of all samples taken exceed 15g Au/t. These samples include those taken for characterization of the weakly mineralized wall rock.

Rock formations and mineralization

Exploration work has concentrated in the Bombona Zone, where fourteen known sub-parallel and or anastomosing veins and mineralized shear zones extend northwest to southeast over a distance of over four kilometers.

In the Olmedo Pastas Mine, within the Bombona Zone, a northwest-southeast, sub-vertical vein and related mineralized shear extends with notable consistency for the entire 400 meters of the main level of the mine. The vein and shear appear nearly coeval and it is believed this relationship reflects a ductile shear zone progressing to open-space dilational deformation hosting veins over time. The vein, the shear, and granitic wall rock lack significant post mineral deformation and are competent. The shear zone is consistently mineralized and can carry grades (0.35 meters at 50.2g Au/t as a high) similar to the vein - but it commonly shows lower values. The vein and shear share a common margin and together are typically from 0.6 meters to 1.7 meters wide.

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In the mine, eight close-spaced sub-levels developed from raises and winzes, but without stoping, occur in a small area above and below the midpoint of the main level. These levels are currently in small scale production, and extend 40 meters horizontally and 30 meters vertically.

The veins contain sphalerite and galena, commonly in banded habit, in quartz and minor carbonate gangue. Arsenopyrite is locally abundant, but there is no correlation between gold and arsenic - while there is a correlation between silver and arsenic. The adjacent and parallel mineralized shear shows competent sigmoidal shear fabric of quartz lenses and multi-stage healed breccia. The wall rock is competent granite with sericite alteration halos to the vein.

Commonly, subsidiary narrower low angle veins dip away from the hanging wall of the sub-vertical main vein, extending into the wall rock - and are interpreted as possible “ladder” tension veins linked to parallel high angle veins northeast of the Olmedo Pastas main adit. This interpretation is supported by reports of multiple close spaced veins occurring in cross cuts in other workings in the district. For example, mapping in the Carlos Eli Mine, also in the Bombona Zone, shows a “package” of ten narrow veins and shears over an interval of eight meters and mapping in the William Cuastumal Mine shows anastomosing shear zones combined with internal segments of vein.

Twenty active or sporadically active artisanal mines are recorded in the Bombona Zone. Similar parallel vein packages occur 1.5 kilometers to the northeast, and 3 kilometers to the southwest; they are informally named La Cruz and La Fortuna respectively. La Cruz has more mining activity, and has more veins of greater strike length recorded than the Bombona. Little is known about La Fortuna because it is remote and it is the most recent vein discovered in the Mallama District.

Oribella, within the department of Antioquia, Colombia

Nature of interest and terms of acquisition

On May 13, 2014, the Company acquired the Oribella project, in the Antioquia Department of Colombia. This new project was acquired through a purchase agreement with Antioquia Gold Inc. (“Antioquia Gold”). The Oribella project comprises one exploration license and one application. Of the first-year acquisition costs of $62,715 incurred in the year ended August 31, 2014, 70% was recovered from Agnico ($43,901) according to the Amended Alliance Agreement.

During the fiscal year ended August 31, 2015, an additional $57,579 was spent on acquisition costs, and 70% of this ($40,305) was recovered from Agnico according to the Amended Alliance Agreement. No further acquisition costs have been incurred to date.

Oribella is subject to a 0.5% royalty to Antioquia Gold that can be purchased for US$1,500,000 and a 2% royalty to Soratama Gold (a wholly owned subsidiary of Barrick Gold Corporation). Miranda acquired the property, subject to the royalties, by making the license canon payment on May 14, 2014, of $62,715, and will also reimburse Antioquia Gold for the application payment of COP 101,136,976 (approximately US$53,000) when the property is registered with the ANM as a contract. If the application is converted to a license on or before the anniversary of the agreement, Miranda will pay Antioquia Gold an additional US$30,000 payment on the anniversary date. No other obligations are required to keep the project in good standing, and Miranda may drop or reduce the lands at any time.

The Oribella project comprises approximately 10,700 hectares including one exploration license and one application on which the technical study is complete and the canon already paid.

Funding partner agreements

Formerly, Oribella was the subject of the January 23, 2013, as amended October 25, 2013, strategic alliance agreement (“Alliance Agreement”) between the Company and Agnico for precious metal exploration in Colombia. Under that Alliance Agreement, the Company and Agnico shared funding 30:70, respectively, in generative exploration expenditures, with Miranda as operator.

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Miranda is currently seeking a joint venture partner for Oribella.

Location and means of access to the property

The Oribella project comprises approximately 10,700 hectares including one exploration license and one application on which the technical study is complete and the canon already paid. Oribella falls within the Western Cordillera close to the convergence of regional structures that reflect a suture zone between Cretaceous oceanic rocks and mixed oceanic-continental rocks to the east.

Exploration work completed by Miranda and its funding partners on the property

Miranda was attracted to the area by mineralization controls inferred to be related to the suture zone and reported geologic features which suggested a large area of high-sulfidation epithermal Au-Cu mineralization.

During its reconnaissance, Miranda noted significant areas where vegetation appeared distressed and or limited to one predominant species suggesting high metal grades in soils. In some of these areas, road cuts showed alteration and intense fracturing filled with hematite. These areas are unsampled but may indicate extensions of alteration zones where metals in the soils have influenced vegetation.

Rock formations and mineralization

The local geology consists of volcanic and volcano-clastic sequences, sedimentary rocks, and hypabyssal andesite and dacite intrusives that appear related to gold mineralization. Of particular interest is a large kilometer-scale area of alteration that includes strong silicification, brecciation, local alunite and pyrophyllite and clays associated with anomalous grades of gold and copper.

Anomalous rock samples are found in an area of poor exposure approximately 2km by 1km long, with gold values from 0.160 g Au/t to 9 g Au/t. Copper values range from 30 ppm to over the detection limit of 10,000 ppm or 1.0% Cu. Tellurium, barium, and bismuth are commonly associated trace elements.

In 2015, at Agnico’s request - to confirm continuity of surface outcrop mineralization - hand dug trenching was attempted. Unfortunately, the density and thickness of the surface overburden prevented more than two trenches from reaching bedrock. One of those trenches showed 12 meters of 1.05 g Au/t approximately 80 meters away from surface samples of 4 meters of 1.78 g Au/t.

Miranda has completed a 50-meter by 100-meter sample spacing soils grid of 250 samples that defines a coherent 600-meter by 200-meter gold anomaly above 0.100 ppm gold with values to 0.91 ppm gold. This anomaly is spatially related to the edge of a dacite porphyry intrusive and related breccia bodies. The gold anomaly correlates with a broader copper anomaly centered on the intrusive. Mercury and antimony anomalies are distally zoned from gold and copper. The dacite intrusive appears to occur at the inflection of a district or regional-scale fault zone.

COLOMBIA PROJECTS DROPPED:

Minagrande, within the department of Antioquia, Colombia

Nature of interest and terms of acquisition

The Minagrande project covers a total of 4,626 square hectares (18 square miles) and lies within the department of Antioquia.

The agreement for Minagrande required staged payments of US$92,000. Miranda had already made the canon payment (government fees) of $51,849 and the application was accepted by, and was pending registration with, the national mining registry. On April 12, 2013, the Company paid canon fees (government fees) to Ingeominas in Colombia of $51,849 for acquisition of the Minagrande property, of which Miranda recovered $36,294 from Agnico pursuant to an agreement.

During the fiscal year ended August 31, 2015, Miranda and Agnico agreed to abandon the Minagrande property, and Miranda wrote off the residual acquisition costs of $15,555.

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Pavo Real, Tolima Department, Colombia

Nature of interest and terms of acquisition

On June 24, 2010, the Company executed an option agreement (the “Pavo Option”) by and among ExpoGold, the Company, and the Company’s subsidiary Miranda Gold Colombia III Ltd., which was subsequently renamed Rovira Mining Limited (“Rovira”); and the Colombian branch of Rovira to acquire the Pavo Real mining interest.

The terms of the Pavo Real Option were agreed to in the Association Agreement.

Annual payments of US$100,000, plus the issue of 100,000 common shares were required to maintain the option until the first milestone is achieved. The first milestone was the definition of a NI 43-101 Measured and Indicated Resource greater than or equal to 250,000 ounces of gold equivalent. Rovira was required to pay ExpoGold US$100,000 if it is less than 500,000 ounces of gold equivalent and US$250,000 if it were more. Additional payments were owed by Rovira at various milestones as the steps to production progressed.

On June 25, 2010, the Company entered into a SPA and SA with Red Eagle, effectively forming a corporate option to joint venture. The SPA and SA agreements became effective on June 24, 2010. These agreements (SPA and SA) were terminated on December 31, 2014, and the 70 shares of Rovira were returned to Miranda.

During the fiscal year ended August 31, 2016, Miranda abandoned the Pavo Real property and Miranda wrote off the residual acquisition costs of $131,290.

None of Miranda’s exploration properties in Colombia contain known ore reserves and all work programs are exploratory searches for ore grade mineralization.

ITEM 4A UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating Results

Management’s discussion and analysis is presented in relation to the consolidated financial statements of Miranda, which statements are prepared as a going concern in accordance with IFRS.

Miranda is in the natural resource sector engaged in the acquisition, exploration and, given the proper situation, development of mineral properties. The Company’s primary focus is on gold exploration. The Company has varying interests in a number of mineral properties located in Alaska and Colombia.

The consolidated financial statements referred to in this Annual Report have been prepared in accordance with IFRS issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The policies applied in the consolidated financial statements are based on the IFRS issued and outstanding as at August 31, 2017.

Results of Operations for the year ended August 31, 2017, 2016 and 2015

The Company incurred a loss of $2,645,779 (2016 - $1,476,152; 2015 - $1,867,176) and a comprehensive loss of $2,619,291 for the year ended August 31, 2017 (2016 - $1,435,358; 2015 - $1,878,973).

Expenses for the year ending August 31, 2017 were $2,647,232 (2016 - $1,339,464; 2015 - $1,693,560).

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Significant or noteworthy expenditure differences between the three years include:

	--- For the year ended ---
	August 31,	August 31,	August 31,
	2017	2016	2015
	$	$	$
Loss for the year	2,645,779	1,476,152	1,867,176
Exploration and evaluation expenditures	1,405,130	962,151	1,328,046

	Fiscal 2016 expenditures were lower because of the Company’s exit from Nevada and the decision to slow spending in Colombia to conserve cash.

Exploration and evaluation expenditure (recoveries)	( - )	(438,180)	(568,669)

	Trending decrease in recoveries is due to the lack of joint venture partners and the lack of an exploration alliance in Colombia.

Investor relations	154,867	53,733	64,332

	Increase in fiscal 2017 due to engagement of Palisade Global Investments ($96,000) and the German Mining Network ($28,000), to assist with our equity placements and our exposure to European markets.

Office rent, telephone, secretarial, and sundry	43,463	70,055	140,255

	Trending decrease is due to the Company’s continued efforts to curtail discretionary spending in order to preserve the limited treasury.

Stock-based compensation	133,468	92,225	132,307

	Annual variability is due to the method of calculating this line item – the Black-Scholes option-pricing model uses the Company share price as a significant input, along with the number of options granted.

Travel and business promotion	24,585	55,681	76,257

	Trending decrease is due to the Company’s continued efforts to curtail discretionary spending in order to preserve the limited treasury.

Wages and benefits	413,379	333,427	452,899

	Increase in fiscal 2017 is due to the accrual of termination benefits for the former Board Chair of $175,504.

The Company’s projects are at the exploration stage and have not yet generated any revenue from production to date.

Readers should refer to the notes to the consolidated financial statements for details regarding all the mineral leases and option to joint venture agreements for each of the Company’s properties.

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B. Liquidity and Capital Resources

Miranda’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.

During the August 31, 2017, fiscal year, the Company issued 1,624,270 common shares pursuant to a property acquisition agreement, valued at $132,830.

During the August 31, 2016, fiscal year, the Company closed a non-brokered private placement with aggregate gross proceeds of $2,622,650 from the sale of 29,140,555 units at a price of $0.09 per unit (a “Unit”). Each Unit comprised one common share and one non-transferable common share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional common share of Miranda at a price of $0.12 until June 23, 2021. The common shares issued, and any common shares issued pursuant to the exercise of Warrants prior to October 23, 2016 will be restricted from trading until October 24, 2016

During the August 31, 2015, fiscal year, the Company issued 100,000 common shares pursuant to an option to joint venture agreement.

Miranda applies the “option to joint venture business” model to its operations. Through generative exploration it stakes claims on mineral properties, or acquires the property by way of an option to lease agreement, and then seeks an option to joint venture partner to fund the exploration of the project to earn an interest. In some agreements Miranda receives common stock and/or cash option payments as a portion of the cost to earn an interest in the project.

The Company records management fees earned for acting as a service contractor to certain exploration funding partners as an offset to expenses. Mineral property option proceeds from properties where all acquisition costs have been recovered further reduce expenses. The Company does not anticipate mining revenues from the sale of mineral production in the foreseeable future. The operations of the Company consist 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. The Company anticipates seeking additional equity investment from time to time to fund its activities that cannot be funded through other means.

The following is a summary of the Company’s financial results for the eight most recently completed quarters:

	Aug 31, 2017 $	May 31, 2017 $	Feb 28, 2017 $	Nov 30, 2016 $	Aug 31, 2016 $	May 31, 2016 $	Feb 29, 2016 $	Nov 30, 2015 $
Revenue	nil	nil	nil	nil	nil	nil	nil	nil
Loss for the period	(938,441)	(638,180)	(644,090)	(425,068)	(204,460)	(460,461)	(548,882)	(262,349)
Basic and diluted loss per share	(0.01)	(0.01)	(0.01)	(0.00)	(0.00)	(0.01)	(0.01)	(0.00)

Miranda began the fourth quarter of the 2017 fiscal year with cash of $2,018,810. During the three months ended August 31, 2017, the Company expended $529,491 on operating activities, expended $157,733 on investing activities, and expended $1,164 on financing activities; and experienced a negative effect of $86,511 from foreign exchange on cash, to end on August 31, 2017, with $1,243,911 in cash.

Miranda began the 2017 fiscal year with cash of $4,048,000. During the year ended August 31, 2017, the Company expended $2,154,832 on operating activities, expended $620,223 on investing activities, and expended $1,164 on financing activities; and experienced a negative effect of $27,870 from foreign exchange on cash to end on August 31, 2017, with $1,243,911 in cash.

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As at November 30, 2017, there were 5,682,500 stock options outstanding pursuant to the Plan, none of which were “in-the-money” (TSX.V closing price November 30, 2017 was $0.055). In addition, as at November 30, 2017, there were 49,976,355 share purchase warrants outstanding, none of which were “in-the-money”. On December 19, 2017, 20,835,800 of these warrants will expire.

Authorized: an unlimited number of common shares without par value	Common Shares Issued and Outstanding	Common Share Purchase Warrants	Stock Options
Outstanding as at August 31, 2017	105,005,077	49,976,355	6,557,500
Stock options expired – September 24, 2017	-	-	(875,000)
Outstanding as at November 30, 2017	105,005,077	49,976,355	5,682,500

The Company estimates that it will require additional funding to carry out its exploration plans and operations through the next twelve months.

C. Research and Development, Patents and Licenses

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

D. Trend Information

Trends that are considered by Miranda to be reasonably likely to have a material effect on our results of operations are discussed above under “Operating Results” in Item 5.A and “Liquidity and Capital Resources” in Item 5.B. Further, we consider that our ability to raise additional funding in order to complete our exploration programs and the plan of operations for its mineral properties for the current fiscal year and beyond will be impacted by prevailing prices for metals. As a mineral resource exploration company, the interest in Miranda’s stock, and our ability to raise financing and conduct work programs, has been cyclical as it is related to metal prices that, traditionally, have been cyclical in nature. If the global demand for gold decreases and gold prices decrease, it could adversely impair Miranda’s ability to raise financing and advance the exploration of our mineral properties.

The Company is a mineral exploration company. At this time, any issues of seasonality or market fluctuations have no material impact other than our ability to raise additional equity capital on terms that are acceptable to the Company. The Company currently defers its mineral property acquisition costs. The Company expenses its exploration and project investigation and general and administration costs and these amounts are included in the net loss for each quarter. The Company’s treasury, in part, determines the level of exploration undertaken.

E. Off-Balance Sheet Arrangements

Miranda does not have any off-balance sheet arrangements.

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F. Tabular Disclosure of Contractual Obligations

The following table outlines the current contractual obligations of Miranda as at August 31, 2017:

	Payments due by period
Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Long-term Debt Obligations	$ -	$ -	$ -	$ -	$ -
Capital Lease Obligations	$ -	$ -	$ -	$ -	$ -
Operating Lease Obligations	$ -	$ -	$ -	$ -	$ -
Purchase Obligations	$ -	$ -	$ -	$ -	$ -
Other Long-term Liabilities	$ -	$ -	$ -	$ -	$ -

G. Safe Harbor

Certain statements contained in the foregoing Operating Results and elsewhere in this Annual Report on Form 20-F constitutes forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Miranda to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks set forth below.

Risk factors that could affect our future results include, but are not limited to, risks inherent in mineral exploration activities and other operating and development risks, no revenue from commercial operations, no assurance that any of our mineral properties possess commercially mineable bodies of ore, financial risk, shareholder dilution from additional equity financings, competition, environmental regulations, changes to reclamation requirements, volatility and sensitivity to market prices for precious and base metals, the impact of changes in foreign currencies' exchange rates, political risk, changes in government regulation and policies including trade laws and policies, demand for precious and base metals, and receipt of permits and approvals from governmental authorities.

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ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table lists, as of August 31, 2017, the names of the directors and senior management of Miranda. 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
Joseph Hebert	Director, President and CEO	January 28, 2016, President and CEO; December 8, 2003 as VP Exploration and as a Director on January 21, 2014.
James Cragg ^{(1), (2)}	Director	December 13, 2004
Kevin Nishi ^{(1,) (2)}	Director	February 16, 2015
John Anderson ⁽¹⁾	Director	August 8, 2017
Len Goldsmith	Chief Financial Officer and Corporate Secretary	October 17, 2013, CFO; March 8, 2016, Corporate Secretary

⁽¹⁾ Member of the Audit Committee

⁽²⁾ Member of the Compensation Committee

There are no family relationships between any two or more Directors or Executive Officers of Miranda. 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 Miranda.

Joseph Hebert

Mr. Joseph Hebert, B.S. Geo. is the President, Chief Executive Officer and Director of Miranda. Mr. Hebert brings over thirty years of experience from diversified mineral exploration and mining geology through to senior geologist and exploration management. 25 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 exploration team who discovered the +8.5 million-ounce Cortez Hills deposit. During his tenure at Cortez he directed all generative and acquisition efforts within the joint venture area of interest. This included identifying, advancing, and drilling the discovery hole at the pediment-covered ET Blue Project, which Barrick now calls Goldrush. Barrick reports a resource at Goldrush of 8.4 million ounces of gold. Mr. Hebert is credited with team participation in multiple gold discoveries in Nevada and Utah over the course of his career and was instrumental in assembling the company's exploration staff in both Elko, Nevada and Medellin, Colombia.

James Cragg

Mr. James F. Cragg is a director of Miranda and has served in this capacity since December, 2004. He is a business and marketing consultant. In the past he was President and COO of MegaPath Inc., a private networking company providing managed IP data, voice and security services to small, medium and large corporations in the USA. 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 is an independent director.

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Kevin Nishi

Mr. Kevin Nishi has been a Partner at Smythe LLP since 1996. Mr. Nishi has extensive background in accounting and auditing for public and private companies. He has been an independent Director of Lincoln Mining Corporation since April 9, 2014 and Miranda Gold Corp. since February 2015. He served as an Independent Director of Paget Minerals Corp. from August 6, 2009 to March 19, 2015. He served as an independent Director at SnipGold Corp., until March 3, 2015. He served as an independent Director of Cascade Resources Ltd. from July 24, 2007 to March 23, 2009. He is a Chartered Professional Accountant and Chartered Business Valuator. Mr. Nishi holds a Bachelor of Business Administration degree from Simon Fraser University. Mr. Nishi is an independent director.

John Anderson

Mr. John Anderson is the Chairman of Purplefish Capital Management Limited (“Purplefish”), an independent Corporate Finance Advisory Firm with offices in Vancouver, Geneva, and Beijing. They also have strategic relationships with groups focused on Chinese markets. Purplefish works with companies to assist them in achieving strategic and financial objectives, and attract capital for business development and growth. He has been an independent Director of Miranda since August 2017.

Len Goldsmith

Mr. Len Goldsmith is the President & Chief Executive Officer of Goldnor Global Management Inc., a private company providing management services to clients in Canada and abroad. He joined Miranda as its controller on September 22, 2010; was named Chief Financial Officer on October 17, 2013; and was appointed the Corporate Secretary on March 8, 2016. He is a member of the Chartered Professional Accountants (CPA) of British Columbia and Canada, upon the unification of the Canadian legacy accounting bodies including the Canadian Certified General Accountants Association of B.C. and Canada, of which Mr. Goldsmith was a member, since 1991. Mr. Goldsmith is also a designated fellow of the Association of Chartered Certified Accountants (“FCCA”) based in the United Kingdom, and obtained his IFRS Certification (“CertIFR”) from the ACCA in 2009. Mr. Goldsmith’s experience as an accountant has been broad and it has taken him in and out of the mining industry over his +30 year career - including a post as accountant for Hudson Bay Mining & Smelting in Flin Flon, Manitoba (Trout Lake Copper Mine and the Namew Lake Nickel Mine); accountant for Peace River Coal (Anglo American PLC) in Vancouver; assistant controller for North American Tungsten in Vancouver; as CFO for a coal beneficiation company in Turkey; and as CFO for a private gold exploration company, also in Turkey.

B. Compensation

Miranda pays to each director, who is not an employee, member of management, or a consultant to Miranda, an annual fee for their services as a director of Miranda, and additional fees for chairing committees. In the fiscal year ended August 31, 2017, Miranda paid $42,216 in director fees (2016: $40,248; 2015: $36,918). Directors of Miranda are entitled to be reimbursed for reasonable expenditures incurred in performing their duties as directors. Miranda does, from time to time, grant options to purchase common shares to the directors.

The following table sets out details of incentive stock options granted by Miranda to the non-executive directors during the fiscal year ended August 31, 2017.

Name	Date of Grant	Options Granted	Exercise Price	Expiry date
James F. Cragg	Jan 25, 2017	100,000	$ 0.09	Jan 25, 2022
Kevin Nishi	Jan 25, 2017	100,000	$ 0.09	Jan 25, 2022
John Anderson	n/a	n/a	n/a	n/a

With effect from September 1, 2014, the independent directors are paid an annual fee of US$12,000 with the chair of the audit committee being paid an additional US$4,000 a year and the chair of the compensation committee being paid an additional US$2,000 a year.

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The following table is a summary of the compensation paid to Miranda’s senior management in the most recently completed financial year ended August 31, 2017.

Summary Compensation

Name and principal position

Fiscal year ended
August 31

Base

salary

Health

insurance

and other

fringe benefits

Other annual compensation

Securities

Under

Options Granted

Restricted

Shares or

Restricted

Share

Units ($)

Joseph Hebert ⁽¹⁾

President & CEO

2017

$ 234,024

$ 67,361

Nil

1,000,000

Nil

Len Goldsmith ⁽²⁾

Chief Financial Officer, Corporate Secretary

2017

Nil

$ 137,500

750,000

Nil

Kenneth D. Cunningham ⁽³⁾
Former Chairman

2017

$ 65,513

$ 58,855

$ 175,504 ⁽⁴⁾

150,000

Nil

(1)

During the financial year ended August 31, 2017, Mr. Hebert was paid US$177,269 (2016 - US$162,240; 2015 - US$162,240), the approximate Canadian dollar equivalent of $234,024 using an average exchange rate for the current financial year of 1.3204 (2016 – 1.3273; 2015 – 1.2101). See “Termination of Employment, Change in Responsibilities and Employment Contracts” below.

(2)

During the financial year ended August 31, 2017, consulting fees are paid to Goldnor Global Management Inc., a company owned by Len Goldsmith. Goldnor was paid consulting fees of $137,500 for the provision of both the Chief Financial Officer and Corporate Secretary functions .

(3)

During the financial year ended August 31, 2017, Mr. Cunningham was paid US$49,500 salary (2016 - $119,929; 2015 - $212,230), the approximate Canadian dollar equivalent of $65,513 using an average exchange rate for the current financial year of 1.3204 (2016 – 1.3273; 2015 – 1.2101).

(4)

The Company accrued Mr. Cunningham’s termination benefit of US$140,000 (CDN $175,504), as Mr. Cunningham’s contract was terminated on July 31, 2017.

Joseph Hebert, the President and Chief Executive Officer for Miranda, entered into an amended and restated employment agreement (the “Hebert Agreement”) with Miranda on January 28, 2016, pursuant to which Mr. Hebert agreed to perform the duties and fulfill the responsibilities consistent with the position held in consideration of an annual salary of US$188,000, plus health and fringe benefits of approximately US$50,000 per year. Mr. Hebert’s employment pursuant to the Hebert Agreement is for an indefinite term, continuing until terminated pursuant to the terms of the Hebert Agreement. Miranda may terminate the Hebert Agreement for cause, as more particularly set out in the Hebert Agreement, or at any time without cause by payment to Mr. Hebert equal to two times his annual salary plus one times his annual benefits, based on the annual salary and benefits pursuant to the Hebert Agreement at the time of termination, and all wages and benefits owing to Mr. Hebert up to and including his last day of employment (collectively, the “Severance Package”, as defined in the Hebert Agreement). Mr. Hebert may terminate the Hebert Agreement on 60-days’ written notice to Miranda if: (i) Miranda makes a material adverse change in the salary, duties, or responsibilities assigned to Mr. Hebert pursuant to the Hebert Agreement; or (ii) a “change in control” (as defined in the Hebert Agreement) of Miranda occurs; in either of which cases, Miranda shall pay to Mr. Hebert the Severance Package. Mr. Hebert may terminate the Hebert Agreement at any time without cause on 60-days’ written notice to Miranda, with all remaining salary and benefits ceasing on that effective date.

On March 1, 2016, Miranda entered into a consulting agreement (the “Goldnor Agreement”) with Len Goldsmith and his company, Goldnor Global Management Inc. (“Goldnor”). The services of Len Goldsmith, as Chief Financial Officer and Corporate Secretary of Miranda are provided by and performed under the Goldnor Agreement. Goldnor provides Miranda with accounting, financial, corporate, and regulatory compliance services in consideration of an annual service fee of $150,000, pro-rated for time spent on Miranda business, plus applicable taxes; plus reimbursement of all pre-approved expenses incurred by Goldnor in furtherance of or in connection with the business of Miranda and its subsidiaries. Miranda may terminate the Goldnor Agreement immediately for cause, or with 30-days notice, or payment in lieu of notice. The Goldnor Agreement contains non-disclosure and non-solicitation provisions typical of an agreement of this nature.

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Kenneth D. Cunningham, the former Chairman of Miranda, entered into an amended and restated employment agreement (the “Cunningham Agreement”) with Miranda on January 28, 2016, pursuant to which Mr. Cunningham agreed to perform the duties and fulfill the responsibilities consistent with the position held in consideration of an annual salary of US$54,000, plus health and fringe benefits of approximately US$44,000 per year. Miranda terminated the Cunningham Agreement on July 31, 2017, by negotiating a series of payments to Mr. Cunningham totaling US$140,000 payable over a term of six months ending in May 2018.

C. Board Practices

The directors of Miranda are elected annually and hold office until the next annual general meeting of the members of Miranda or until their successors in office are duly elected or appointed. All directors are elected for a one-year term. Except as disclosed in Item 6, Directors, Senior Management and Employees, Part B. Compensation, there are no director service contracts between Miranda and its directors providing for benefits upon termination of employment.

Our Board has an Audit Committee and a Compensation Committee. The members of the committees do not have any fixed terms for holding their positions, are appointed and replaced from time to time by resolution of the Board. With effect from September 1, 2014, the independent directors will be paid an annual fee of US$12,000 with the chair of the audit committee to be paid an additional US$4,000 a year and the chair of the compensation committee to be paid an additional US$2,000 a year. Prior to this the independent directors were paid an annual fee of US$6,000 and did not receive any separate cash remuneration for acting as members of the committee, however committee members were awarded additional stock options for each committee served on.

Audit committee charter

Purpose of the committee

The purpose of the Audit Committee of the Board of Miranda is to provide an open avenue of communication between management, Miranda’s independent auditor and the Board, and to assist the Board in its oversight of:

the integrity, adequacy and timeliness of Miranda’s financial reporting and disclosure practices;
Miranda’s compliance with legal and regulatory requirements related to financial reporting; and
the independence and performance of Miranda’s independent auditor.

The Audit Committee shall also perform any other activities consistent with this Charter, Miranda’s articles and governing laws as the Audit Committee or Board deems necessary or appropriate.

The Audit Committee shall consist of at least three directors. Members of the Audit Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Audit Committee shall elect a Chairman from among their number. A majority of the members of the Audit Committee must not be officers or employees of Miranda or of an affiliate of Miranda. The quorum for a meeting of the Audit Committee is a majority of the members who are not officers or employees of Miranda or of an affiliate of Miranda. With the exception of the foregoing quorum requirement, the Audit Committee may determine its own procedures.

The Audit Committee’s role is one of oversight. Management is responsible for preparing Miranda’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with IFRS. Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

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The independent auditor’s responsibility is to audit Miranda’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards; that the financial statements present fairly, in all material respects, the financial position, income (loss) and comprehensive income (loss), changes in equity, and cash flows of Miranda in accordance with IFRS.

The Audit Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing Miranda’s financial statements, preparing or issuing an auditor’s report or performing other audit, review or attest services for Miranda, and for reviewing and recommending the compensation of the independent auditor. The Audit Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Audit Committee.

Authority and responsibilities

In addition to the foregoing, in performing its oversight responsibilities the Audit Committee shall:

Monitor the adequacy of this Charter and recommend any proposed changes to the Board.

Review the appointments of Miranda’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.

Review with management and the independent auditor the adequacy and effectiveness of Miranda’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.

Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.

Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.

Review Miranda’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.

Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by Miranda, including consideration of the independent auditor’s judgment about the quality and appropriateness of Miranda’s accounting policies. This review may include discussions with the independent auditor without the presence of management.

Review with management and the independent auditor significant related party transactions and potential conflicts of interest.

Pre-approve all non-audit services to be provided to Miranda by the independent auditor.

10.

Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and Miranda and all non-audit work performed for Miranda by the independent auditor.

11.

Establish and review Miranda’s procedures for the:

receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and

confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

12.

Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of Miranda.

13.

Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (British Columbia) and the articles of Miranda.

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Audit committee members

For the fiscal year ended August 31, 2017, the Audit Committee of the Board of Miranda is comprised of Messrs. Kevin Nishi (Chair), James Cragg, and John Anderson. All of the members are considered independent. All of the Audit Committee members have the ability to read and understand Miranda’s financial statements.

Kevin Nishi is a Chartered Professional Accountant (CPA) and is a Certified Business Valuator (CBV). Mr. Nishi is also considered a financial expert.

James F. Cragg is a senior level businessman with experience in financial matters and is financially literate.

John Anderson is a senior level businessman with experience in financial matters and is financially literate.

All members of the Audit Committee have a broad understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavour. In addition, each of the members of the Audit Committee have knowledge of the role of an audit committee in the realm of reporting companies from their years of experience as directors of public companies other than Miranda.

Compensation Committee

Purpose of the Compensation Committee

Miranda has established a Compensation Committee. Compensation recommendations are made by the Compensation Committee and reached primarily by comparison of the remuneration paid by Miranda with publicly available information on remuneration paid by other reporting issuers that the Committee feels are similarly placed within the same business as Miranda. The recommendations of the Compensation Committee are then presented to the Board for approval.

For the fiscal year ended August 31, 2017, the Compensation Committee of the Board of Miranda included Messrs. James Cragg (Chair) and Kevin Nishi. Both members are considered “independent” as that term is defined in applicable securities legislation.

Under a charter adopted by the Board the Compensation Committee is a committee of the Board with the primary function to assist the Board in fulfilling its oversight responsibilities by:

Reviewing and approving and then recommending to the Board salary, bonus, and other benefits, direct or indirect, and any change of control packages of the Chairperson of the Board (if any), the President, the Chief Executive Officer and other members of the senior management team;
Recommendation of salary guidelines to the Board;
Administration of the Company’s compensation plans, including stock option plans, outside directors compensation plans, and such other compensation plans or structures as are adopted by the Company from time-to-time;
Research and identification of trends in employment benefits; and
Establishment and periodic review of the Company’s policies in the area of management benefits and perquisites.

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D. Employees

As of August 31, 2017, there is one full time employee in the USA and eight full time employees in Colombia. Mr. Len Goldsmith, the Chief Financial Officer and Corporate Secretary, is retained pursuant to the Goldnor Agreement.

E. Share Ownership

The following table sets forth, as of November 30, 2017, the number of Miranda’s common shares beneficially owned by the directors and members of senior management of Miranda, 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 as at November 30, 2017

Name of Beneficial Owner	Title of Class	Number of Securities of Class *	Percent of Class *
Joseph Hebert	Common	4,744,000	4.29%
James F. Cragg	Common	441,994	0.40%
Kevin Nishi	Common	522,222	0.47%
John Anderson	Common	-	-
Len Goldsmith	Common	2,143,500	1.94%
TOTAL	Common	7,851,716	7.09%

* Based on 105,005,077 common shares outstanding, and assuming all of the options and warrants (5,693,611 as a group) held by directors and officers as at November 30, 2017, were exercised.

Joseph Hebert owns 1,404,000 common shares; 1,315,000 warrants; and holds a total of 2,025,000 stock options with exercise prices and expiry dates as shown in the table below;

James Cragg owns 79,494 common shares and holds a total of 362,500 stock options with exercise prices and expiry dates as shown in the table below;

Kevin Nishi owns 111,111 common shares; 111,111 warrants; and holds a total of 300,000 stock options with exercise prices and expiry dates as shown in the table below;

Len Goldsmith owns 563,500 common shares; 280,000 warrants; and holds a total of 1,300,000 stock options with exercise prices and expiry dates as shown in the table below.

As of November 30, 2017, the directors and officers held as a group, directly or indirectly, an aggregate of 2,158,105 common shares; 1,706,111 warrants; and 3,987,500 stock options.

Options to Purchase Securities

The 2013 Stock Option Plan (the “Plan”) was approved by our shareholders on January 22, 2013.

Summary of the 2013 Stock Option Plan

The aggregate number of common stock reserved for issuance or delivery upon exercise of all options granted under the Plan and outstanding on any particular date must not exceed 10,491,890 common shares of Miranda, which represented 20% of the issued common shares of Miranda as of December 9, 2010, the date of approval of the Plan by the Board. If any options granted under the Plan expire or terminate for any reason without having been exercised in full, the un-purchased shares subject thereto shall thereupon again be available for purposes of the Plan, including for replacement options, which may be granted in exchange for such expired, surrendered, exchanged, cancelled or terminated options.

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The Plan provides for: (i) the grant to employees of incentive stock options within the meaning of Section 422 of the United States Internal Revenue Code of 1986, as amended, and (ii) the grant to employees, directors, consultants or independent contractors of Miranda of non-qualified stock options. The Plan provides that it will be administered by the Board of Miranda, but the Board may delegate to a committee of the Board any or all authority for administration of the Plan. The administrator shall be constituted to comply with Section 16(b) of the United States Securities Exchange Act of 1934, as amended and other applicable laws. The administrator has the power to determine the terms of the options granted, including the exercise price, the number of shares subject to the option and the exercisability thereof. Options granted pursuant to the Plan are not transferable by the optionee, other than by will or the laws of descent and distribution, and are exercisable during the optionee’s lifetime only by the optionee. So long as Miranda is classified as a “Tier 2” issuer by the TSX Venture Exchange, options will vest and become exercisable at the discretion of the Board of Directors.

The exercise price of incentive stock options granted under the Plan must be at least equal to the fair market value of the shares at the time of grant. With respect to any participant possessing more than 10% of the voting power of Miranda’s outstanding capital stock, the exercise price of any option granted must be at least equal to 110% of the fair market value on the date of grant and the maximum term of the option must not exceed five years. The terms of all other options granted under the Plan may not exceed ten years.

In the event of any extraordinary transactions relating to the capital structure of Miranda, such as a stock split, reverse stock split, stock dividend, combination or reclassification of common shares, the administrator may make such adjustments in the total number or price of common shares available for issuance under the Plan as it deems appropriate, subject to any required stockholder actions. In the event of a merger, consolidation or reorganization (other than a merger in which the holders of common shares in Miranda immediately prior to the merger have the same proportionate ownership of common stock in the surviving corporation immediately after the merger) as a result of which the shareholders of Miranda receive capital stock of another corporation in exchange for their common shares of Miranda, the Plan provides that if the successor corporation refuses to assume the outstanding options or to substitute equivalent options, then the outstanding options will terminate immediately prior to such merger, consolidation or reorganization provided each optionee shall have the right immediately prior to such merger to exercise his or her option in whole or in part. However, if the shareholders of Miranda receive cash or other property in exchange for their common shares of Miranda, the outstanding options will also terminate immediately prior to such merger with each optionee having the right immediately prior to such merger, consolidation or reorganization to exercise his or her option in whole or in part.

The Board has the authority to amend or terminate the Plan, provided that no such action may impair the rights of the holder of any outstanding option without the written consent of any such holder, and provided further that certain amendments to the Plan are, by law, subject to regulatory and stockholder approval.

The names and titles of the Directors and Executive Officers of Miranda to whom outstanding stock options have been granted and the number of common shares subject to such options is set forth in the following table as of November 30, 2017, 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.

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Stock Options Outstanding as at November 30, 2017:

Name	Title	Number of Shares of Common Stock	Exercise Price $	Expiration Date
Joe Hebert	Director, Senior Officer	175,000 250,000 600,000 1,000,000	0.155 0.145 0.120 0.090	October 17, 2018 September 3, 2019 January 28, 2021 January 25, 2022
James F. Cragg	Director	62,500 100,000 100,000 100,000	0.155 0.145 0.120 0.090	October 17, 2018 September 3, 2019 January 28, 2021 January 25, 2022
Kevin Nishi	Director	100,000 100,000 100,000	0.145 0.120 0.090	February 16, 2020 January 28, 2021 January 25, 2022
John Anderson	Director	-	n/a	n/a
Len Goldsmith	Senior Officer	75,000 75,000 100,000 300,000 750,000	0.155 0.145 0.120 0.120 0.090	October 17, 2018 September 3, 2019 January 28, 2021 April 25, 2021 January 25, 2022

Total Officers/Directors (6 persons) = 3,987,500 at November 30, 2017

Grand total Officers/Directors/Employees = 5,682,500 at November 30, 2017

ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

To the knowledge of the directors and senior officers of Miranda the following shareholders of Miranda who own directly or indirectly, or exercises control or direction over, shares carrying more than 5% of Miranda’s common shares are:

Global Strategic Management Inc. reported on Schedule 13G to the Securities Exchange Commission on February 2, 2017, that as at December 31, 2016, it held:

Sole voting and dispositive power over 8,418,333 common shares of Miranda held in the name of Global Strategic Management Inc., representing 8.0%, and

Sole and shared voting, and sole and shared dispositive power over 12,706,600 common shares of Miranda held in the name of EuroPac Gold Fund, representing 12.1%; and

Total, for a combined total of 21,124,933 common shares or 20.1% at December 31, 2016.

Sprott Inc. reported on Schedule 13G to the Securities Exchange Commission on July 8, 2016, that as at June 30, 2016, it held sole voting and dispositive power over 4,248,685 common shares of Miranda representing 4.1%.

All holders of Miranda’s common shares have equal voting rights.

To the best of Miranda’s knowledge, Miranda 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.

Miranda’s common stock is issued in registered form and the following information is taken from the records of Computershare Investor Services located in Vancouver, British Columbia, Canada, the registrar and transfer agent for the common stock.

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Miranda’s registered shareholder list for Miranda’s common shares, dated February 28, 2017, showed 58 registered shareholders and 103,380,807 shares outstanding of which 40 of these registered shareholders were US residents including one that is a depository for US residents, so that US residents own 30,375,121 common shares representing 29.4% of the issued and outstanding shares of Miranda.

B. Related Party Transactions

During the year ended August 31, 2017, 2016, and 2015, the Company:

paid $nil (2016 - $95,084; 2015 - $123,789) to Golden Oak Corporate Services Ltd., a company controlled by a former common officer pursuant to a contract for consulting fees;

paid $137,500 (2016 - $37,500; 2015 - $nil) to Goldnor Global Management Inc. a company controlled by a common officer pursuant to a contract for consulting fees; and

paid fees to independent directors of $42,216 (2016 - $40,248; 2015 - $36,918).

At August 31, 2017, an amount of $189,926 for fees and/or expenses owed to directors and officers are included in accounts payable and accrued liabilities (Aug. 31, 2016 - $25,462; Aug. 31, 2015 - $28,896). These amounts were settled in the ordinary course of business.

Other than as disclosed above, there have been no transactions during the 2017 fiscal year which have materially affected or will materially affect Miranda 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 Miranda as Miranda 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 Securities Exchange Act of 1934, 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

Financial Statements

The financial statements required as part of this Annual Report are filed under Item 18 of this Annual Report.

Legal and Arbitration Proceedings

Miranda is not involved in any legal or arbitration proceedings.

Dividends

Miranda has not declared any dividends for the last five years and does not anticipate that we will do so in the foreseeable future. Miranda does not presently have any intention of paying dividends. Our future dividend policy will be determined by the Board of Directors, on the basis of earnings, financial requirements and other relevant factors.

B. Significant Changes

No significant changes have occurred since the date of Miranda’s most recent audited financial statements, August 31, 2017, other than disclosed in this Annual Report on Form 20-F, items represented in Note 18 to the financial statements, and property update activities as reported in Note 10 to the financial statements for the year ended August 31, 2017.

ITEM 9 THE OFFER AND LISTING

A. Offer and Listing Details

Miranda’s common shares trade on the TSX.V under the trading symbol “MAD” and CUSIP # 604673103.

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

TSX.V Stock Trading Activity, sales prices

For the Fiscal Year ended	High $	Low $
August, 2017	0.17	0.065
August, 2016	0.18	0.055
August, 2015	0.15	0.070
August, 2014	0.21	0.110
August, 2013	0.34	0.125

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

TSX.V Stock Trading Activity, sales by quarter

For the three month period ended	Volume	High $	Low $	Maximum Close $
Nov 30/17	3,838,226	0.075	0.050	0.075
Aug 31/17	4,568,234	0.090	0.070	0.085
May 31/17	5,590,043	0.105	0.075	0.105
Feb 28/17	8,163,304	0.110	0.065	0.110
Nov 30/16	10,971,886	0.170	0.065	0.160
Aug 31/16	12,741,266	0.180	0.085	0.165
May 31/16	13,775,215	0.120	0.075	0.110
Feb 29/16	3,271,459	0.100	0.055	0.090

The following table lists the high and low sales prices on the TSX.V for shares of Miranda’s common stock for the most recent six months.

TSX.V Stock Trading Activity, sales prices by month

Period ended	High $	Low $
Nov-17	0.060	0.050
Oct-17	0.060	0.050
Sep-17	0.075	0.055
Aug-17	0.080	0.070
Jul-17	0.090	0.075
Jun-17	0.085	0.110

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. Miranda’s shares fluctuated during fiscal 2017, from a low of $0.065 to a high of $0.170; and for the most recent six months from a low of $0.050 to a high of $0.090. 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 Miranda’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.

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C. Markets

Miranda shares trade on the following stock exchanges and other regulated markets:

Stock Exchange or other regulated market	Company symbol
TSX Venture Exchange	MAD
OTC Bulletin Board	MRDDF
Frankfurt Stock Exchange	MRG
Berlin Stock Exchange	MRG

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

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

On March 14, 2006, Miranda amended its Notice of Articles to conform to the Business Corporations Act (British Columbia). The Business Corporations Act replaced Company Act (British Columbia) and adopted many provisions similar to those contained in corporate legislation elsewhere in Canada.

Information regarding the articles of Miranda and the various matters regarding the objects and purposes of Miranda, the powers of its directors, its authorized capital and the rights of its shareholders is incorporated by reference from Miranda’s Annual Report on Form 20-F for the year ended August 31, 2005, as filed with the Securities and Exchange Commission on March 15, 2006.

C. Material Contracts

The Company has not entered into any material contracts outside of the ordinary course of business for the two years immediately preceding publication of the document.

D. Exchange Controls

Miranda is a corporation incorporated pursuant to the laws of the Province of British Columbia, Canada.

Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Issuer’s securities, except as discussed in “10.E. Taxation” below.

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There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

E. Taxation

Certain Canadian Federal Income Tax Consequences

The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of our common stock for a shareholder of ours who is not a resident of Canada but is a resident of the U.S. and who will acquire and hold our common shares as capital property for the purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”). This summary does not apply to a shareholder who carries on business in Canada through a “permanent establishment” situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholder’s holding in Miranda Gold Corp. is effectively connected with such permanent establishment or fixed base. This summary is based on the provisions of the Canadian Tax Act and the regulations thereunder and on an understanding of the administrative practices of Canada Revenue Agency, and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be given in this respect. This discussion is general only and is not, nor is it intended to provide a detailed analysis of the income tax implications of any particular shareholder’s interest. Investors are advised to obtain independent advice from a shareholder’s own Canadian and U.S. tax advisors with respect to income tax implications pertinent to their particular circumstances.

The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980), as amended (the “Convention”).

Dividends on Common Shares and Other Income

Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25 percent on dividends paid, or deemed to have been paid, to him or her by a corporation resident in Canada. We are responsible for withholding of tax at the source. The Convention limits the rate to 15 percent if the shareholder is a resident of the U.S. and the dividends are beneficially owned by and paid to such shareholder and to 5 percent if the shareholder is also a corporation that beneficially owns at least 10 percent of the voting stock of the Payor Corporation.

The amount of a stock dividend (for tax purposes) would generally be equal to the amount by which the paid up or our stated capital had increased by reason of the payment of such dividend. We will furnish additional tax information to our shareholders in the event of such a dividend. Interest paid or deemed to be paid on our debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty.

The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the U.S. and is exempt from income tax under the laws of the U.S.

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Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a share of our common stock is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties. The capital gains net of losses included in income are as follows: for gains net of losses realized after October 17, 2000, as to 50%. There are special transitional rules to apply capital losses against capital gains that arose in different periods. The amount by which a shareholder’s capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.

Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of “ taxable Canadian property .” Shares of our common stock will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the disposition 25% or more of the issued shares of any class or series in our capital stock belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder and persons with whom the shareholder did not deal at arm’s length and in certain other circumstances.

The Convention relieves U.S. residents from liability for Canadian tax on capital gains derived on a disposition of shares unless:

(a)

the value of the shares is derived principally from “ real property ” in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production;

(b)

the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he or she ceased to be resident in Canada; or

(c)

the shares formed part of the business property of a “ permanent establishment ” that the holder has or had in Canada within the 12 months preceding the disposition.

Certain U.S. Tax Consequences

U.S. Federal Income Tax Consequences

The following is a discussion of material U.S. federal income tax consequences generally applicable to a U.S. Holder (as hereinafter defined) of our common shares under current law. 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. (see “ Taxation – Canadian Federal Income Tax Consequences ” above). Accordingly, holders and prospective holders of our common shares are urged to consult their own tax advisors about the specific federal, state, local, and foreign tax consequences to them of purchasing, owning and disposing of our common shares, based upon their individual circumstances.

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, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

U.S. Holders

As used in this annual report, a “ U.S. Holder ” means a holder of our common shares who is a citizen or individual resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, an entity created or organized in or under the laws of the United States or of any political subdivision thereof which has elected to be treated as a corporation for U.S. federal income tax purposes (under Treasury Regulation Section 301.7701-3), an estate whose income is taxable in the U.S. irrespective of source or a trust subject to the primary supervision of a court within the U.S. and control of a U.S. fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “ functional currency ” other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets, within the meaning of Section 1221 of the Code, and who own (directly and indirectly, pursuant to applicable rules of constructive ownership) no more than 5% of the value of our total outstanding stock. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares. In addition, this summary does not address special rules applicable to U.S. persons (as defined in Section 7701(a)(30) of the Code) holding common shares through a foreign partnership or to foreign persons holding common shares through a domestic partnership.

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Distributions on Our Common Shares

In general, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to our common shares are required to include in gross income for U.S. federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that we have 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 federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s federal taxable income by those who itemize deductions (See more detailed discussion at “ Foreign Tax Credit ” below). Dividends received from us by a non-corporate U.S. Holder during taxable years beginning before January 1, 2011, generally, will be taxed at a maximum rate of 15% provided that such U.S. Holder has held to shares for more than 60 days during the 120-day period beginning 60 days before the ex-dividend date and that certain other conditions are met (“qualified dividend income”). For this purpose, dividends will include any distribution paid by us with respect to our common shares but only to the extent such distribution is not in excess of our current and accumulated earnings and profits, as determined under U.S. Federal income tax principles.

To the extent that distributions exceed our current or accumulated earnings and profits, 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 property. For this purpose, “ qualified dividend income ” generally includes dividends paid on stock in U.S. corporations as well as dividends paid on stock in certain non-U.S. corporations if, among other things, (i) the shares of the non-U.S. corporation (including ADRs backed by such shares) are readily tradable on an established securities market in the U.S., or (ii) the non-U.S. corporation is eligible with respect to substantially all of its income for the benefits of a comprehensive income tax treaty with the U.S. which contains an exchange of information program. We currently anticipate that if we were to pay any dividends with respect to our shares, they should constitute “ qualified dividend income ” for U.S. federal income tax purposes and that U.S. Holders who are individuals should be entitled to the reduced rates of tax, as applicable.

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. However, an individual whose realized gain does not exceed $200 will not recognize that gain, provided that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.

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Dividends paid on our common shares will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder that is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from us (unless we qualify 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 our voting power and value, or to a 85% deduction if the U.S. Holder owns shares representing at least 20% o the voting power and value of the Company. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.

Under current Treasury Regulations, dividends paid on our common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, for dividends and the proceeds from a sale of our common shares paid in the U.S. through a U.S. or a U.S. related paying agent (including a broker) a U.S. Holder will be subject to U.S. information reporting requirements and may also be subject to the 28% (tax years beginning in 2006 and 2007) U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either receive 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 U.S. federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s U.S. income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific categories of income. For tax years beginning after December 31, 2006, the foreign tax credit is limited separately with respect to passive category income and general category income. Dividends distributed by us will generally constitute “ passive income ” or, in the case of certain U.S. Holders, “ financial services income, ” which for tax years beginning after December 31, 2006, is in certain cases treated as general category income. Additionally, the rules regarding U.S. foreign tax credits include limitations that apply to individuals receiving dividends eligible for the 15% maximum tax rate on dividends described above. For tax years beginning after December 31, 2004, U.S. Holders can reduce their alternative minimum tax (“AMT”) liability by an AMT foreign tax credit without the limitation. Under the pre-2006 Act Law, the AMT foreign tax credit was limited to 90% of AMT. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of our common shares should consult their own tax advisors regarding their individual circumstances.

Disposition of Our Common Shares

In general, U.S. Holders will recognize gain or loss upon the sale of our common shares equal to the difference, if any, between (i) the amount of cash and the fair market value of any property received, and (ii) the shareholder’s tax basis in our common shares. Preferential tax rates apply to long-term capital gains of U.S. Holders that are individuals, estates or trusts. In general, gain or loss on the sale of our common shares will be long-term capital gain or loss if our common shares are a capital asset in the hands of the U.S. Holder and are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders that are not corporations, 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 that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years preceding the loss year and carried forward five years following the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

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Other Considerations

Set forth below are certain material exceptions to the above-described general rules describing the U.S. federal income tax consequences resulting from the holding and disposition of common shares:

Foreign Personal Holding Company

The Foreign Personnel Holding Company (“ FPHC ”) rules have been repealed for tax years of foreign corporations beginning after December 31, 2004, and tax years of U.S. Holders whose tax year ends with or within the FPHC’s tax year. Prior to repeal, if at any time during a taxable year more than 50% of the total combined voting power or the total value of our outstanding shares was owned, directly or indirectly (pursuant to applicable rules of constructive ownership), by five or fewer individuals who were citizens or residents of the U.S. and 60% or more of our gross income for such year was derived from certain passive sources (e.g., from certain interest and dividends), we may have been a FPHC. In that event, U.S. Holders that hold common shares would have been required to include in gross income as a dividend for such year their allocable portions of such passive income to the extent we did not actually distribute such income. Each U.S. Holder should consult his own tax advisor about this change of law.

Foreign Investment Company

The rule relating to foreign investment companies have been repealed for tax years of foreign corporations beginning after December 31, 2004, and tax years of U.S. Holders whose tax year end with or within the corporation’s tax year. Prior to repeal, if 50% or more of the combined voting power or total value of our outstanding shares was held, directly or indirectly, by citizens or residents of the U.S., U.S. domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by Code Section 7701(a)(31)), and we were found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interests therein, it is possible that we were 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 to be treated as ordinary income rather than capital gain. Each U.S. Holder should consult his own tax advisor about this change of law.

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 that are 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 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.

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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 and 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, by definition, 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.

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.

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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 total combined voting power of all classes of shares entitled to vote or the total value of our common shares is owned, actually or constructively, by citizens or residents of the United States, U.S. domestic partnerships or corporation, or estates or trusts other than foreign estates or trusts (as defined by Code Section 7701(a)(31)), each of which owns, actually or constructively, 10% or more of our total combined voting power of all classes of shares entitled to vote (“ U.S. Shareholder ”), we would be treated as a controlled foreign corporation (“ CFC ”) under Subpart F of the Code. This classification could affect many complex results, one of which is the inclusion by the U.S. shareholders of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes U.S. Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such U.S. Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of increases in the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares of the CFC by a U.S. Holder which is or was a U.S. Shareholder at any time during the five-year period ending on the date of the sale or exchange is treated as ordinary income to the extent of earnings and profits of the CFC attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to U.S. Shareholders of the CFC. This rule generally is effective for taxable years of U.S. Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of U.S. Shareholders. Special rules apply to U.S. Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion. We do not believe that we currently qualify as a CFC. However, there can be no assurance that we will not be considered a CFC for the current or any future taxable year.

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.

H. Documents on Display

Any of the documents referred to in this Form 20-F can be viewed at the office of Miranda, which is located at 15381 – 36 ^th Avenue, South Surrey, British Columbia V3Z 0J5 during normal business hours. All of the documents referred to above are in English.

Miranda is required to file financial statements and other information with all of the Securities Commissions in Canada electronically through the Canadian System for Electronic Document Analysis and Retrieval (SEDAR), which can be viewed at www.sedar.com .

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I. Subsidiary Information

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

ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Miranda 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

PART II

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

Disclosure Controls and Procedures

At the end of the period covered by this Form 20-F Annual Report for the fiscal year ended August 31, 2017, an evaluation was carried out under the supervision of and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

The management of Miranda is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company'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. The Company's internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

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 Company are being made only in accordance with authorizations of management and directors of the Company; and

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

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The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of August 31, 2017. In making this assessment, they used the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that, as of August 31, 2017, the Company's internal control over financial reporting was and is effective, based on those criteria.

The SEC has defined a material weakness as a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual financial statements will not be prevented or detected on a timely basis.

Attestation Report of the Registered Accounting Firm

This Annual Report does not include an attestation report of Davidson & Company LLP, an independent registered public accounting firm that audited the Company's annual financial statements included in this Annual Report, regarding internal control over financial reporting. Management's report is not subject to attestation by the Company's registered public accounting firm pursuant the rules of the SEC that permit the Company to provide only management's report in this Annual Report.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal year ended August 31, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 15T CONTROLS AND PROCEDURES

Not applicable

ITEM 16 [RESERVED]

ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT

The Board has determined that Kevin Nishi, a member of its audit committee, qualifies as an “ audit committee financial expert ” as defined in Item 16.A. of Form 20-F.

ITEM 16B CODE OF ETHICS

Miranda adopted a Code of Business Conduct and Ethics (the Code) on August 9, 2006, and as updated on June 30, 2017, and it is posted on www.sedar.com and on EDGAR and was attached as an exhibit to Miranda’s Annual Report for the fiscal year ended August 31, 2007 . All directors, officers, employees and consultants of Miranda will comply with the Code, which reaffirms Miranda’s high standards of business conduct.

As adopted, the Code of Ethics sets forth standards that are designed to prevent wrongdoing and to promote:

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

full, fair, accurate, timely and understandable disclosure in reports and documents that Miranda files with, or submits to, the Securities and Exchange Commission and in other public communications made by Miranda;

compliance with applicable governmental laws, rules and regulations;

protection of and respect for the confidentiality of information acquired in the course of work;

responsible use of and control over assets and resources; and

the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics.

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ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the financial years ended August 31, 2017, 2016 and 2015, Davidson & Company LLP, Chartered Professional Accountants, (“Davidson”) served as Miranda’s auditor.

The chart below sets forth the total amount paid or accrued by Miranda to Davidson for services performed in the fiscal years 2017, 2016, and 2015; and breaks down these amounts by category of service.

"Audit Fees" are the aggregate fees billed by Davidson for the audit of Miranda’s consolidated annual financial statements that are provided in connection with statutory and regulatory filings or engagements.

"Audit-Related Fees" are fees charged by Davidson for assurance and related services that are reasonably related to the performance of the audit or review of Miranda’s financial statements and are not reported under "Audit Fees." This category comprises fees billed for independent accountant review of the 20-F Annual Report and the Management Discussion and Analysis.

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

The fees for auditor services paid or accrued to Davidson in each of the last three fiscal years for audit and non-audit related services are as follows:

Principal Accountant Fees and Services	Fiscal Year ended August 31, 2017 $	Fiscal Year ended August 31, 2016 $	Fiscal Year ended August 31, 2015 $
Audit Fees	37,500	45,900	44,000
Tax Fees	4,500	4,950	8,750
All Other Fees	-	-	-
TOTAL	42,000	50,850	52,750

Audit Committee's pre-approval policies and procedures

The Audit Committee nominates and engages the independent auditors to audit the financial statements, and approves all audit services, audit-related services, tax services, and other services provided by Davidson. Any services provided by Davidson that are not specifically included within the scope of the audit must be pre-approved by the audit committee prior to any engagement. The audit committee is permitted to approve certain fees for audit-related services, tax services, and other services pursuant to a de minimus exception before the completion of the engagement. In fiscal 2017, 2016, and 2015, fees paid to Davidson were approved pursuant to the de minimus exception for tax services.

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ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable

ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not Applicable

ITEM 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not Applicable

ITEM 16G CORPORATE GOVERNANCE

Not applicable

ITEM 16H MINE SAFETY DISCLOSURE

Not applicable

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PART III

ITEM 17 FINANCIAL STATEMENTS

Miranda is furnishing financial statements under Item 18.

ITEM 18 FINANCIAL STATEMENTS

Our financial statements are stated in Canadian Dollars and are prepared in accordance with International Financial Reporting Standards (IFRS), the application of which, in our case, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements, if any.

This annual report on Form 20-F includes the following financial statements of Miranda:

Auditor’s Report, dated December 7, 2017;

Consolidated Statements of Financial Position as of August 31, 2017, and August 31, 2016;

Consolidated Statements of Loss and Comprehensive Loss for the years ended August 31, 2017, August 31, 2016, and August 31, 2015;

Consolidated Statements of Cash Flows for the years ended August 31, 2017, August 31, 2016, and August 31, 2015;

Consolidated Statements of Changes in Equity for the years ended August 31, 2017, August 31, 2016, and August 31, 2015; and

Notes to Consolidated Financial Statements for the years ended August 31, 2017, August 31, 2016, and August 31, 2015.

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ITEM 19 EXHIBITS

The following exhibits are included in this Annual Report on Form 20-F:

Exhibit Number	Description
1.1	Transition Application and Notice of Articles effective September 22, 2005 ⁽²⁾
1.2	Notice of Alteration filed September 22, 2005 ⁽²⁾
1.3	Articles ⁽¹⁾
1.4	Code of Conduct ⁽³⁾
12.1	Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; ⁽⁴⁾
12.2	Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; ⁽⁴⁾
13.1	Certification of CEO Pursuant to 18 U.S.C. Sect ion 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ⁽⁴⁾
13.2	Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ⁽⁴⁾

⁽¹⁾

Previously filed with the Securities and Exchange Commission as an Exhibit to the Form 20-F filed January 21, 2005

⁽²⁾

Previously filed with the Securities and Exchange Commission as an Exhibit to the Form 20-F filed March 15, 2006

⁽³⁾

filed with the Securities and Exchange Commission as an Exhibit to the Form 20-F filed December 24, 2008

⁽⁴⁾

Filed as an exhibit to this annual report on Form 20-F.

Signatures

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

MIRANDA GOLD CORP .

By: “Joseph P. Hebert”

Joseph P. Hebert, President, and Chief Executive officer

Date: December 7, 2017

75 | Page

EXHIBIT INDEX

Exhibit Number	Description
12.1	Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ⁽¹⁾
12.2	Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ⁽¹⁾
13.1	Certification of CEO Pursuant to 18 U.S.C. Sect ion 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ⁽¹⁾
13.2	Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ⁽¹⁾

⁽¹⁾

Filed as an exhibit to this annual report on Form 20-F.

76 | Page

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended August 31, 2017, 2016 and 2015

( Stated in Canadian dollars )

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Directors of

Miranda Gold Corp.

We have audited the accompanying consolidated financial statements of Miranda Gold Corp., which comprise the consolidated statements of financial position as of August 31, 2017 and 2016, and the related consolidated statements of loss and comprehensive loss, changes in equity, and cash flows for the years ended August 31, 2017, 2016, and 2015 and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Miranda Gold Corp. as at August 31, 2017 and 2016 and its financial performance and its cash flows for the years ended August 31, 2017, 2016 and 2015 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicate that Miranda Gold Corp. has suffered recurring losses from operations and has a net capital deficiency. These matters, along with the other matters set forth in Note 1, indicate the existence of material uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

“DAVIDSON & COMPANY LLP”

Vancouver, Canada	Chartered Professional Accountants

December 7, 2017

MIRANDA GOLD CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

( Stated in Canadian dollars )

	Note	August 31, 2017	August 31, 2016

ASSETS
Current
Cash	5	$ 1,243,911	$ 4,048,000
Amounts receivable	6	4,166	4,573
Investments and marketable securities	7	220,040	40,000
Advances and prepaid expenses	8	42,100	152,224
		1,510,217	4,244,797

Equipment	9	49,388	67,918
Exploration and evaluation assets	10	894,015	349,184

		$ 2,453,620	$ 4,661,899


LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities	11	$ 268,033	$ 122,155

Shareholders’ Equity
Share capital	12	31,280,144	31,148,478
Stock-based reserve		7,006,899	6,873,431
Warrant reserves		5,155,664	5,155,664
Accumulated other comprehensive loss		(38,323)	(64,811)
Deficit		(41,218,797)	(38,573,018)
		2,185,587	4,539,744

		$ 2,453,620	$ 4,661,899

Nature and continuance of operations 1

Subsequent events 10 & 18

Approved for issue by the Board of Directors on December 7, 2017.

They are signed on the Company’s behalf by:

“Joseph P. Hebert”		“Kevin Nishi”
Joseph P. Hebert, Director		Kevin Nishi, Director

The accompanying notes form an integral part of these consolidated financial statements

MIRANDA GOLD CORP.

CONSOLIDATED STATEMENTS OF LOSS

AND COMPREHENSIVE LOSS

(Stated in Canadian dollars)

		Year Ended August 31,
	Note	2017	2016	2015

Expenses
Consulting fees	13	$ 137,500	$ 133,772	$ 123,789
Depreciation		19,782	28,002	49,886
Directors’ fees	13	42,216	40,248	36,918
Exploration and evaluation expenditures	10	1,405,130	962,151	1,328,046
Exploration and evaluation expenditure recoveries	10	( -)	(438,180)	(568,669)
Exploration and evaluation recoveries	10	-	-	(310,939)
Foreign exchange		94,002	(128,008)	22,598
Insurance		29,113	29,491	29,866
Investor relations		154,867	53,733	64,332
Management fees earned		-	-	(859)
Office, rent, telephone, sundry		43,463	70,055	140,255
Professional fees		114,959	70,106	77,613
Stock-based compensation	12, 13	133,468	92,225	132,307
Travel and promotion		24,585	55,681	76,257
Transfer agent, filing and regulatory		34,768	36,761	39,261
Wages and benefits	13	413,379	333,427	452,899
		(2,647,232)	(1,339,464)	(1,693,560)

Interest income		1,453	2,231	27,063
Loss on sale of equipment		( -)	(2,075)	(22,079)
Loss on sale of marketable securities	4	( -)	(5,554)	(18,623)
Write-off of exploration and evaluation assets	10	( -)	(131,290)	(159,977)
		1,453	(136,688)	(173,616)
Loss for the year		(2,645,779)	(1,476,152)	(1,867,176)

Items that are or may be reclassified to profit or loss
Marketable securities, net change to fair value		(8,000)	32,000	(12,150)
Marketable securities, reclassified to profit or loss		-	33,792	24,063
Foreign currency translation differences for foreign operations		34,488	(24,998)	(23,710)
Comprehensive loss for the year		$ (2,619,291)	$ (1,435,358)	$ (1,878,973)
Basic and diluted loss per share		$ (0.03)	$ (0.02)	$ (0.03)
Weighted average number of shares outstanding		103,674,511	79,733,963	74,165,457

The accompanying notes form an integral part of these consolidated financial statements

MIRANDA GOLD CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in Canadian dollars)

	Year ended August 31,
	2017	2016	2015

CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year	$ (2,645,779)	$ (1,476,152)	$ (1,867,176)

Items not involving cash:
Depreciation	19,782	28,002	49,886
Unrealized foreign exchange (gain) loss	81,288	(15,461)	(300,133)
Write-off of exploration and evaluation assets	-	131,290	159,977
Stock-based compensation	133,468	92,225	132,307
Loss on disposal of equipment	-	2,075	22,079
Loss on sale of marketable securities	-	5,554	18,623

Changes in non-cash working capital balances:
Amounts receivable	407	33,764	253,822
Advances and prepaid expenses	110,124	(64,171)	(3,877)
Accounts payable and accrued liabilities	145,878	(178,584)	92,727
	(2,154,832)	(1,441,458)	(1,441,765)

CASH FLOWS FROM INVESTING ACTIVITIES
Exploration and evaluation asset acquisitions	(618,414)	(289,442)	(283,193)
Exploration and evaluation asset recoveries	-	172,154	194,175
Proceeds from sale of equipment	-	17,420	35,047
Proceeds from sale of marketable securities	-	142,238	31,690
Equipment purchases	(1,809)	(1,681)	(30,247)
	(620,223)	40,689	(52,528)

CASH FLOWS FROM FINANCING ACTIVITIES
Shares issued	-	2,622,650	-
Share issue costs	(1,164)	(68,575)	-
	(1,164)	2,554,075	-
Effect of foreign exchange on cash	(27,870)	(6,397)	213,910
Change in cash during the year	(2,804,089)	1,146,909	(1,280,383)
Cash, beginning of year	4,048,000	2,901,091	4,181,474
Cash, end of year	$ 1,243,911	$ 4,048,000	$ 2,901,091

Supplemental disclosure with respect to cash flows – Note 16

The accompanying notes form an integral part of these consolidated financial statements

MIRANDA GOLD CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Stated in Canadian dollars)

	Year ended August 31,
	2017	2016	2015

Share capital:
Balance, beginning of the year	$ 31,148,478	$ 29,676,003	$ 29,667,503
Issuance of common shares	132,830	1,541,050	8,500
Share issue costs	(1,164)	(68,575)	-
Balance, end of the year	31,280,144	31,148,478	29,676,003

Reserves:
Stock-based:
Balance, beginning of the year	6,873,431	6,781,206	6,648,899
Stock-based compensation	133,468	92,225	132.307
Balance, end of the year	7,006,899	6,873,431	6,781,206

Warrants:
Balance, beginning of the year	5,155,664	4,074,064	4,074,064
Issuance of warrants	-	1,081,600	-
Balance, end of the year	5,155,664	5,155,664	4,074,064

Deficit:
Balance, beginning of the year	(38,573,018)	(37,096,866)	(35,229,690)
Net loss for the year	(2,645,779)	(1,442,360)	(1,843,113)
Marketable securities reclassified to profit or loss	( -)	(33,792)	(24,063)
Balance, end of the year	(41,218,797)	(38,573,018)	(37,096,866)

Accumulated other comprehensive income (loss):
Marketable securities fair value reserve:
Balance, beginning of the year	21,600	(44,192)	(56,105)
Net change in fair value of marketable securities	(8,000)	32,000	(12,150)
Marketable securities reclassified to profit or loss	( -)	33,792	24,063
Balance, end of the year	13,600	21,600	(44,192)

Foreign currency translation adjustment:
Balance, beginning of the year	(86,411)	(61,413)	(37,703)
Change for the year	34,488	(24,998)	(23,710)
Balance, end of the year	(51,923)	(86,411)	(61,413)
Total accumulated other comprehensive income (loss)	(38,323)	(64,811)	(105,605)
Total shareholders’ equity	$ 2,185,587	$ 4,539,744	$ 3,328,802
Number of common shares outstanding:
Balance, beginning of the year	103,380,807	74,240,252	74,140,252
Shares issued during year	1,624,270	29,140,555	100,000
Number of common shares outstanding	105,005,077	103,380,807	74,240,252

The accompanying notes form an integral part of these consolidated financial statements

Miranda Gold Corp.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2017, 2016, and 2015

(Stated in Canadian dollars)

NATURE OF OPERATIONS AND GOING CONCERN

Miranda Gold Corp. (“Miranda” or the “Company”) is a publicly traded company incorporated under the laws of the Province of British Columbia, Canada. The Company’s shares are listed on the TSX Venture Exchange (“TSX-V”). The corporate head office of the Company is 15381 – 36 ^th Avenue, South Surrey, BC, Canada, V3Z 0J5. The Company is engaged in the identification, acquisition, exploration and, if warranted, development of exploration and evaluation assets in the United States and Colombia. The consolidated financial statements of the Company as at and for the year ended August 31, 2017, comprise the Company and its subsidiaries (Note 3). The Company is considered to be in the exploration stage, as it has not placed any of its exploration and evaluation assets into production.

The Company is in the process of exploring its exploration and evaluation assets and has not yet determined whether any of its properties contain mineral reserves that are economically recoverable. The recoverability of the amounts spent for exploration and evaluation is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties, and upon future profitable production or proceeds from the disposition of the properties.

The operations of the Company will require various licenses and permits from various governmental authorities that are, or may be granted subject to various conditions and may be subject to renewal from time to time. There can be no assurance that the Company will be able to comply with such conditions and obtain or retain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects. Failure to comply with these conditions may render the licences liable to forfeiture.

These consolidated financial statements are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business in the foreseeable future. The Company’s ability to continue on a going concern basis beyond the next twelve months depends on its ability to successfully raise additional financing for the substantial capital expenditures required to achieve planned principal operations. While the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company.

These material uncertainties raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate, which could be material.

BASIS OF PRESENTATION

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The policies applied in these financial statements are based on the IFRS issued and outstanding as at August 31, 2017.

Basis of measurement

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Functional and presentation currency

The presentation currency of the Company is the Canadian dollar.

Items included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”) and has been determined for each entity within the Company. The functional currency of Miranda Gold Corp., the parent company, is the Canadian dollar and the functional currency of the Company’s US subsidiary, Miranda Gold USA Inc., is the United States dollar. The functional currency of all of the Company’s Canadian subsidiaries is the Canadian dollar, and the functional currency of all of the Colombian branch operations and Colombian simplified share companies is also the Canadian dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21 - The Effects of Changes in Foreign Exchange Rates (“IAS 21”).

Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

(i)

Critical accounting estimates

Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and are, but are not limited to, the following:

Estimated useful lives of equipment

The estimated useful lives of equipment that are included in the consolidated statements of financial position will impact the amount and timing of the related depreciation included in operations.

Share-based compensation

The fair value of stock options issued are subject to the limitations of the Black-Scholes option-pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the volatility of share prices, changes in subjective input assumptions can materially affect the fair value estimate.

(ii)

Critical accounting judgments

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are, but are not limited to, the following:

Going concern presentation

Management has determined that the going concern presentation of the consolidated financial statements as discussed in Note 1, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due, is appropriate.

Carrying value and the recoverability of exploration and evaluation assets

Management has determined that exploration and evaluation costs incurred that have been capitalized may have future economic benefits and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including geologic and other technical information, scoping and feasibility studies, accessibility of facilities and existing permits.

Investment in private company

Management has determined that the Company’s former interest in the Willow Creek property had transferred to a 30% investment in a private company to which the Company determined it did not have significant influence over. The Company recorded the investment at cost. The Company considered factors of IAS 28 and related guidance in making this assessment.

Determination of functional currency

In accordance with IAS 21, management determined that the functional currency of the Company, its Canadian subsidiaries, and its Colombian branch operations is the Canadian dollar, while the functional currency of its US subsidiary, Miranda Gold USA Inc., is the US dollar.

SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

These consolidated financial statements include the accounts of the Company, its subsidiaries and branch operations; from the date control was acquired. Control exists when the Company possesses power over an investee, has exposure to variable returns from the investee and has the ability to use its power over the investee to affect its returns. Intercompany balances and transactions, and any income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.

Name of subsidiary	Place of incorporation	Ownership interest	Principal activity
Miranda Gold U.S.A., Inc.	State of Nevada	100%	Mineral exploration company
Miranda Gold Colombia I Ltd. (“MAD I”)	Province of British Columbia	100%	Holding company
Miranda Gold Colombia II Ltd. (“MAD II”)	Province of British Columbia, with branch office in Colombia	100%	Mineral exploration company
Miranda Gold Colombia III Ltd. ⁽¹⁾ (“MAD III”)	Province of British Columbia	100%	Holding company
Miranda Gold Colombia III S.A.S. (“MAD III SAS”)	Colombia	100%	Holding company
Minera Mallama S.A.S. (“Mallama SAS”)	Colombia	100%	Mineral Exploration Company
Miranda Gold Colombia IV Ltd. (“MAD IV”)	Province of British Columbia	100%	Mineral exploration company
Miranda Gold Colombia V Ltd. (“MAD V”)	Province of British Columbia	100%	Holding Company
Riosucio Minera S.A.S. (“Riosucio”)	Colombia	100%	Mineral exploration company

(1) formerly Rovira Mining Limited (“Rovira”)

Determination of control by one entity over another

Subsidiaries are entities controlled by the Company and are consolidated. Investments in associates and joint ventures are those entities in which the Company has significant influence, but not control or joint control, and are accounted for using the equity method.

As at August 31, 2017, Miranda owned a notional 30% interest in the Alaska Gold Torrent, LLC (a limited liability company) (“AGT LLC”) (refer to Note 10(g)), which was subsequently diluted to 14%. If an investor holds 20% or more of the voting power of the investee, it is presumed that the investor has significant influence over the investee, unless it can be clearly demonstrated that this is not the case. The Company has used its judgment and analysis to determine that it has neither significant influence nor control over AGT LLC.

Foreign currency translation

Transactions in foreign currencies are initially recorded in the functional currency by applying exchange rates at the dates of the transactions in the financial statements of each entity in the Company.

Monetary assets and liabilities denominated in foreign currencies at the reporting date are re-translated to the functional currency at the reporting date exchange rate.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are re-translated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on re-translation are recognized in operations.

On consolidation, for subsidiaries with functional currencies other than the Canadian dollar, the assets and liabilities are translated into Canadian dollars using the period-end rate and the operations and cash flows are translated using the average rates of exchange. Exchange adjustments arising when the opening net assets and profit or loss are translated into Canadian dollars are taken into a separate component of equity and reported in other comprehensive profit or loss.

Equipment

Equipment is recorded at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is recognized in operations on a declining balance basis or straight-line basis, over the estimated useful lives of each asset or component part of an item of equipment, the choice is dependant on which most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Depreciation is taken on a declining balance basis, with depreciation rates ranging from 20% to 100%.

Where an item of equipment is composed of major components with different useful lives, the components are accounted for as separate items of equipment. Expenditures incurred to replace a component of an item of equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.

Exploration and evaluation assets and expenditures

Upon acquiring the legal right to explore a property, all direct costs related to the acquisition of mineral property interests are capitalized. Exploration and evaluation expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development are charged to operations as incurred. The Company will perform an impairment test on transition from the exploration and evaluation stage to the development stage.

Expenditures incurred subsequent to a development decision, and to increase or to extend the life of existing production, are capitalized and will be transferred to property, plant and equipment and amortized on the unit-of-production method based upon estimated proven and probable reserves. When there is little prospect of further work on a property being carried out by the Company, the remaining deferred costs associated with that property will be assessed for impairment.

The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount.

Restoration, rehabilitation and environmental obligations

An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration or development of a mineral property interest. Such costs arising from the decommissioning of a plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, along with a corresponding liability as soon as the obligation to incur such costs arises. The timing of the actual rehabilitation expenditure is dependent on a number of factors such as the life and nature of the asset, the operating license conditions and, when applicable, the environment in which the mine operates.

A liability is recognized for legal obligations relating to the restoration, rehabilitation and retirement of property, plant or equipment obligations arising from the acquisition, construction, development or normal operation of those assets. Such decommissioning liabilities are recognized at fair value, when a reasonable estimate of fair value can be made, in the period in which the liability is incurred. A corresponding increase to the carrying amount of the related asset where one is identifiable is recorded and amortized over the life of the asset. Where a related asset is not easily identifiable with a liability, the change in fair value over the course of the year is expensed. The amount of the liability is subject to re-measurement at each reporting period. The estimates are based principally on legal and regulatory requirements.

It is possible that the Company’s estimate of its ultimate reclamation liabilities could change as a result of changes in regulations; the extent of environmental remediation required or completed and the means of reclamation or changes in cost estimates. Changes in estimates are accounted for prospectively commencing in the period the estimate is revised.

The Company has no material restoration, rehabilitation and environmental obligations as all environmental disturbances to date has been minimal.

Impairment

The carrying amounts of the Company’s non-financial assets, other than deferred tax assets if any, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit” or “CGU”). The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in operations.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. A reversal of an impairment loss is recognized immediately in operations.

Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost. The Company has not recorded any provisions for any of the financial years presented.

Financial assets

(i)

Financial assets at fair value through profit or loss (“FVTPL”)

Financial assets at FVTPL are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term, or if so designated by management. Derivatives are also categorized as FVTPL unless they are designated as effective hedges. Assets in this category include cash.

Financial assets at FVTPL are initially recognized, and subsequently carried, at fair value with changes recognized in operations. Attributable transaction costs are recognized in operations when incurred.

(ii)

Financial assets available for sale (“AFS”)

Financial assets available for sale are measured at fair value with unrealized gains and losses recognized in other comprehensive income or loss (“OCI”) except for losses in value that are considered other than temporary or a significant or prolonged decline in the fair value of that investment below its cost. Assets in this category include investments and marketable securities.

Financial assets AFS are initially recognized, and subsequently carried at fair value with changes recognized in OCI. Attributable acquisition transaction costs, if any, are recognized in the initial fair value.

(iii)

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months or those that are expected to be settled after 12 months from the end of the reporting period; which are classified as non-current assets. Assets in this category include amounts receivable and advances.

Loans and receivables are initially recognized at fair value plus any directly attributable transaction costs and subsequently carried at amortized cost using the effective interest method, except for short-term receivables when the recognition of interest would be immaterial.

The effective interest method is used to determine the amortized cost of loans and receivables and to allocate interest income over the corresponding period. The effective interest rate is the rate that discounts estimated future cash receipts over the expected life of the financial asset, or, where appropriate, a shorter period.

(iv)

Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each reporting period end. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

Objective evidence of impairment could include the following:

Significant financial difficulty of the issuer or counterparty;

Default or delinquency in interest or principal payments; or

It has become probable that the borrower will enter bankruptcy or financial reorganization.

For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest rate.

The carrying amount of all financial assets, excluding amounts receivable, is directly reduced by the impairment loss. The carrying value of amounts receivable is reduced through the use of an allowance account. When a receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in operations.

For financial assets measured at amortized cost, if in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment losses were recognized, the previously recognized impairment loss is reversed through operations to the extent that the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

(v)

De-recognition of financial assets

Financial assets are de-recognized when the rights to receive cash flows from the assets expire or the financial assets are transferred and the Company has transferred substantially all of the risks and rewards of ownership of the financial assets. On de-recognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized directly in equity is recognized in operations.

Financial liabilities and equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the group entities are recorded at the proceeds received, net of direct issue costs.

Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities.

At the end of each reporting period subsequent to initial recognition, financial liabilities at FVTPL are measured at fair value, with changes in fair value recognized directly in operations in the period in which they arise.

Other financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.

The Company has classified accounts payable and accrued liabilities as other financial liabilities.

Share capital

Common shares are classified as share capital. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity.

Warrants

The Company accounts for warrants issued as part of a unit offering financing using the relative fair value method. Under this method, the value of warrants issued is measured at fair value at the issue date using the Black-Scholes valuation model and recorded as share capital if and when the warrants are exercised.

Loss per share

The Company presents basic and diluted earnings (loss) per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the earnings (loss) by the weighted average number of common shares outstanding assuming that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period.

In the Company’s case, diluted loss per share is the same as basic loss per share, as the effect of outstanding share options and warrants on loss per share would be anti-dilutive.

Stock-based compensation

The stock option plan allows Company directors, employees, and consultants to acquire shares of the Company. The fair value of options granted is recognized as a stock-based compensation expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. Consideration paid on the exercise of stock options is credited to share capital and the fair value of the options is reclassified from stock-based reserve to share capital.

The fair value is measured at grant date and each tranche is recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the number of stock options that are expected to vest.

Stock-based payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled stock-based payment transactions.

Accumulated other comprehensive income or loss

Accumulated other comprehensive income or loss (“AOCI”) consists of certain unrealized gains or losses and other reclassifications. The Company’s financial statements include a Statement of Loss and Comprehensive Loss, which includes the components of comprehensive income or loss.

For the Company, AOCI is comprised of unrealized gains or losses on available for sale financial assets, and foreign currency translation differences for foreign operations - both of which are presented within the shareholders’ equity section of the statement of financial position.

Income taxes

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purpose. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable operations, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

New standards, interpretations and amendments not yet effective

A number of new standards, amendments to standards and interpretations are not yet effective as of August 31, 2017, and have not been applied in preparing these consolidated financial statements. None of these are expected to have a material effect on the financial statements of the Company.

i. New standards, effective for annual periods beginning on or after January 1, 2018

New standard IFRS 2 Classification and Measurement of Share-based Payment Transactions – Amendments to IFRS 2

The IASB issued amendments to IFRS 2 Share-based Payment in relation to the classification and measurement of share-based payment transactions. The amendments address three main areas:

The effects of vesting conditions on the measurement of a cash-settled share-based payment transaction;

The classification of a share-based payment transaction with net settlement features for withholding tax obligations; and

The accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash-settled to equity- settled.

New standard IFRS 9 Financial Instruments – Classification and Measurement

IFRS 9 is a new standard on financial instruments that will replace IAS 39, Financial Instruments: Recognition and Measurement .

IFRS 9 addresses classification and measurement of financial assets and financial liabilities as well as de-recognition of financial instruments. IFRS 9 has two measurement categories for financial assets: amortized cost and fair value. All equity instruments are measured at fair value. A debt instrument is at amortized cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal and interest. Otherwise it is at fair value through profit or loss.

New standard IFRS 15 Revenue from Contracts with Customers

IFRS 15 replaces all existing revenue requirements in IFRS (IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers and SIC 31 Revenue – Barter Transactions Involving Advertising Services) and applies to all revenue arising from contracts with customers, unless the contracts are in the scope of other standards, such as IAS 17 (or IFRS 16 Leases, once applied). Its requirements also provide a model for the recognition and measurement of gains and losses on disposal of certain non-financial assets, including property, plant and equipment and intangible assets.

The standard outlines the principles an entity must apply to measure and recognise revenue. The core principle is that an entity will recognise revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer.

FINANCIAL INSTRUMENTS AND Risk MANAGEMENT

Categories of Financial Assets and Financial Liabilities

Financial instruments are classified into one of the following categories: FVTPL; held-to-maturity investments; loans and receivables; available-for-sale; or other liabilities. The carrying values of the Company’s financial instruments are classified into the following categories:

Financial Instrument	Category	August 31, 2017	August 31, 2016
Cash	FVTPL	$ 1,243,911	$ 4,048,000
Amounts receivable	Loans and receivables	4,166	4,573
Marketable securities	Available-for-sale	32,000	40,000
Investments	Available-for-sale	188,040	-
Advances	Loans and receivables	473	5,740
Accounts payable and accrued liabilities	Other liabilities	(268,033)	(122,155)

The Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.

Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the market place.

Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.

The recorded amounts for amounts receivable, advances, and accounts payable and accrued liabilities approximate their fair value due to their short-term nature. Cash and marketable securities are recorded at fair value and are calculated under the fair value hierarchy and measured using Level 1, Level 2, or Level 3 inputs, as appropriate.

Fair value of cash, investments and marketable securities

Financial Instrument	Quoted prices in active markets for identical assets	Significant other observable inputs	Significant unobservable inputs	Total as at August 31, 2017
	Level 1	Level 2	Level 3
Cash	$ 1,243,911	$ -	$ -	$ 1,243,911
Investments	-	-	188,040	188,040
Marketable securities	32,000	-	-	32,000
	$ 1,275,911	$ -	$ 188,040	$ 1,463,951

Financial Instrument	Quoted prices in active markets for identical assets	Significant other observable inputs	Significant unobservable inputs	Total as at August 31, 2016
	Level 1	Level 2	Level 3
Cash	$ 4,048,000	$ -	$ -	$ 4,048,000
Marketable securities	40,000	-	-	40,000
	$ 4,088,000	$ -	$ -	$ 4,088,000

During the year ended August 31, 2017:

The Company transferred its share of AGT LLC from exploration and evaluation assets (Willow Creek) to investments and marketable securities.

During the year ended August 31, 2016:

The Company sold 400,000 shares of Red Eagle Mining Corp. (“Red Eagle”) for net proceeds of $142,238, incurring a loss on sale of marketable securities of $5,554.

During the year ended August 31, 2015:

The Company sold 250,000 shares of NuLegacy Gold Corporation (“NuLegacy”) for net proceeds of $31,690, incurring a loss on sale of marketable securities of $18,623.

Risk management

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized as follows:

Credit Risk

Credit risk is the risk of potential loss to the Company if a counter-party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets, including cash, receivables, and balances receivable from the government. The Company limits the exposure to credit risk in its cash by only investing its cash with high-credit quality financial institutions in business and savings accounts, guaranteed investment certificates and in government treasury bills which are available on demand by the Company for its programs.

Liquidity Risk

Liquidity risk is the risk that the Company will not have the resources to meet its obligations as they fall due. The Company manages this risk by closely monitoring cash forecasts and managing resources to ensure that it will have sufficient liquidity to meet its obligations. All of the Company’s financial liabilities are classified as current and are anticipated to mature within the next sixty days.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These fluctuations may be significant.

(a)

Interest Rate Risk: The Company is exposed to interest rate risk to the extent that its cash balances bear variable rates of interest. The interest rate risks on cash and on the Company’s obligations are not considered significant.

(b)

Foreign Currency Risk: The Company has identified its functional currencies as the Canadian dollar and the US dollar. Transactions are transacted in Canadian dollars, US dollars, and Colombian Pesos (“COP”). The Company maintains US dollar bank accounts in Canada and the United States, and maintains COP bank accounts in Colombia to support the cash needs of its foreign operations. Management does not hedge its foreign exchange risk. At August 31, 2017, one Canadian dollar was equal to $0.7977 US dollars and 2,351 Colombian Pesos.

Balances are as follows as at August 31, 2017:

	US dollars	Colombian Pesos	Canadian dollar equivalent
Cash	648,422	78,243,384	846,139
Amounts receivable	-	3,728,352	1,586
Advances and deposits	-	1,113,285	473
	648,422	83,085,021	848,198
Accounts payable and accrued liabilities	(147,288)	(81,747,808)	(219,408)
Net monetary assets	501,134	1,337,213	628,790

Based upon the above net exposures and assuming that all other variables remain constant, a 10% increase or decrease in the Canadian dollar against the US dollar and the Colombian Peso would result in a decrease or increase in the reported loss of approximately $62,900 in the year.

(c)

Commodity Price Risk: While the value of the Company’s exploration and evaluation assets is related to the price of gold and the outlook for this mineral, the Company currently does not have any operating mines and hence does not have any hedging or other commodity based risks in respect to its operational activities.

Historically, the price of gold has fluctuated significantly and is affected by numerous factors outside of the Company’s control, including but not limited to industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities, and certain other factors related specifically to gold.

CASH

	As at August 31, 2017	As at August 31, 2016
Canadian dollar denominated deposits	$ 397,772	$ 1,234,722
US dollar denominated deposits	812,862	2,764,743
Colombian Peso denominated deposits	33,277	48,535

Total	$ 1,243,911	$ 4,048,000

AMOUNTS RECEIVABLE

	As at August 31, 2017	As at August 31, 2016
Amounts due from the Government of Canada pursuant to GST input tax credits	$ 2,580	$ 2,116
Other amounts receivable	1,586	2,457

Total	$ 4,166	$ 4,573

INVESTMENTS and MARKETABLE SECURITIES

At August 31, 2017, the Company had the following investments and marketable securities:

			August 31, 2016	August 31, 2017		Fair Value at August 31, 2017
Available-for-sale Securities	Number of Shares	Cost	Accumulated unrealized holding gains (losses)	Unrealized gains (losses) for the year ended	Accumulated unrealized holding gains (losses)	Fair Value at August 31, 2017
Publicly traded companies:
Prism Resources Inc. (“Prism”)	200,000	$ 18,400	$ 21,600	$ (8,000)	$ 13,600	$ 32,000
Privately held companies:
Alaska Gold Torrent, LLC	300	188,040	-	-	-	188,040
Total	200,300	$ 206,440	$ 21,600	$ (8,000)	$ 13,600	$ 220,040

On November 11, 2017, the Company signed a binding Letter of Agreement (“LOI”) with Gold Torrent, Inc. (“GTI”) for the sale of its diluted 14% share of AGT LLC. The closing date (“Closing Date”) shall be the date on which GTI completes its listing on the Toronto Stock Venture Exchange - expected to occur on or before March 15, 2018 - or such other date as is mutually agreed upon by the parties. The LOI will automatically expire on May 1, 2018, or on such other date as mutually agreed upon by the parties.

The purchase price to be paid by GTI shall consist of:

•

US$1,000,000 - as a firm obligation, in cash, to be paid to Miranda by GTI as follows:

US$250,000 paid on the Closing Date;

US$250,000 on the first annual anniversary of the Closing Date; and

US$500,000 on the second annual anniversary of the Closing Date.

•

500,000 share units of GTI (one common share and ½ warrant) to be issued to the Company by GTI at the Closing Date: and

•

Payment by GTI to the Company of US$4.00 per ounce of gold produced by the AGT LLC in excess of 120,000 ounces - up to a maximum of 400,000 ounces – such payment expected to total US$1,120,000.

At August 31, 2016, the Company had the following marketable securities recognized at fair value:

			August 31, 2015	August 31, 2016		Fair Value at August 31, 2016
Available-for-sale Securities	Number of Shares	Cost	Accumulated unrealized holding gains (losses)	Unrealized gains (losses) for the year ended	Accumulated unrealized holding gains (losses)	Fair Value at August 31, 2016
Publicly traded companies:
Red Eagle Mining Corporation (“Red Eagle”)	-	$ -	$ (33,792)	$ 33,792	$ -	$ -
Prism Resources Inc. (“Prism”)	200,000	18,400	(10,400)	32,000	21,600	40,000
		$ 18,400	$ (44,192)	$ 65,792	$ 21,600	$ 40,000

During the year ended August 31, 2016, the Company sold 400,000 shares of Red Eagle for net proceeds of $142,238 ($0.356 per share) and recorded a loss on sale of marketable securities of $5,554. The accumulated loss at the time of sale of $3,754 was reclassified from other comprehensive loss to profit or loss in the year.

During the year ended August 31, 2015, the Company sold 250,000 shares of NuLegacy for net proceeds of $31,690 ($0.12676 per share) and recorded a loss on sale of marketable securities of $18,623. The accumulated loss at the time of sale of $24,063 was reclassified from other comprehensive loss to profit or loss in the year.

ADVANCES AND PREPAID EXPENSES

	As at August 31, 2017	As at August 31, 2016
Advances held by employees in the USA	$ -	$ 5,246
Advances held by employees and suppliers in Colombia	473	494
	473	5,740
Prepaid expenses in Canada	41,627	146,484
Total	$ 42,100	$ 152,224

EQUIPMENT

	Canada	United States			Colombia		TOTAL
	Computer Equipment	Computer Equipment	Furniture & Fixtures	Field Equipment	Computer Equipment	Field Equipment	TOTAL
Cost:
Balance at August 31, 2015	$ 1,391	$ 76,886	$ 10,488	$ 90,372	$ 87,224	$ 103,974	$ 370,335
Assets acquired	-	-	-	-	1,681	-	1,681
Assets disposed of	-	-	-	(35,391)	-	(37,488)	(72,879)
Foreign exchange adjustments	-	(239)	(33)	(172)	-	-	(444)
Balance at August 31, 2016	1,391	76,647	10,455	54,809	88,905	66,486	298,693
Assets acquired	-	-	-	-	1,809	-	1,809
Assets disposed of	-	-	-	-	-	-	-
Foreign exchange adjustments	-	(3,389)	(462)	(2,424)	-	-	(6,275)
Balance at August 31, 2017	$ 1,391	$ 73,258	$ 9,993	$ 52,385	$ 90,714	$ 66,486	$ 294,227

Accumulated depreciation:
Balance at August 31, 2015	$ 209	$ 74,019	$ 7,720	$ 59,269	$ 67,388	$ 46,403	$ 255,008
Depreciation	355	868	559	4,550	6,203	15,467	28.002
Assets disposed of	-	-	-	(22,371)	-	(29,467)	(51,838)
Foreign exchange adjustments	-	(241)	(31)	(125)	-	-	(397)
Balance at August 31, 2016	564	74,646	8,248	41,323	73,591	32,403	230,775
Depreciation	248	605	445	3,395	4,865	10,224	19,782
Assets disposed of	-	-	-	-	-	-	-
Foreign exchange adjustments	-	(3,331)	(387)	(2,000)	-	-	(5,718)
Balance at August 31, 2017	$ 812	$ 71,920	$ 8,306	$ 42,718	$ 78,456	$ 42,627	$ 244,839

Carrying amounts:
August 31, 2016	$ 827	$ 2,001	$ 2,207	$ 13,486	$ 15,314	$ 34,083	$ 67,918
August 31, 2017	$ 579	$ 1,338	$ 1,687	$ 9,667	$ 12,258	$ 23,859	$ 49,388

10.

EXPLORATION and EVALUATION ASSETS

Miranda acquires mineral properties through application, staking, and from third party vendors, some of which are subject to net smelter return royalties (“NSR”) or underlying lease payments. Subsequently, the Company may enter into agreements to sell a portion of its interest in its mineral properties to third parties in exchange for exploration expenditures, royalty interests, cash, or share-based payments.

Miranda cannot guarantee title to all of its exploration and evaluation assets as the properties may be subject to prior mineral rights applications with priority, prior unregistered agreements or transfers and title may be affected by undetected defects. Certain of the mineral rights held by Miranda are held under applications for mineral rights, and until final approval of such applications is received, Miranda’s rights to such mineral rights may not materialize, and the exact boundaries of Miranda’s properties may be subject to adjustment.

Exploration and evaluation assets deferred to the statements of financial position at August 31, 2017 and 2016 are as follows:

	August 31, 2016	Additions	Recoveries	Transfer to investments ( Note 7 )	Effect of movement in exchange rates	August 31, 2017

Alaska:
Willow Creek	$ 196,740	$ -	$ -	$ (188,040)	$ (8,700)	$ -
Renshaw Royalty	93,327	110,908	-	-	(9,673)	194,562
	290,067	110,908	-	(188,040)	(18,373)	194,562

Colombia:
Argelia	-	265,240	-	-	-	265,240
Antares	23,029	76,880	-	-	-	99,909
Cerro Oro	-	-	-	-	-	-
Mallama	-	298,216	-	-	-	298,216
Oribella	36,088	-	-	-	-	36,088

59,117	640,336	-	-	-	699,453
$ 349,184	$ 751,244	$ -	$ (188,040)	$ (18,373)	$ 894,015

	August 31, 2015	Additions	Recoveries	Write-off of assets	Effect of movement in exchange rates	August 31, 2016

Alaska:
Willow Creek	$ 197,355	$ -	$ -	$ -	$ (615)	$ 196,740
Renshaw Royalty	-	94,259	-	-	(932)	93,327
	197,355	94,259	-	-	(1,547)	290,067

Colombia:
Antares	-	76,762	(53,733)	-	-	23,029
Cerro Oro	-	118,421	(118,421)	-	-	-
Oribella	36,088	-	-	-	-	36,088

Pavo Real	131,290	-	-	(131,290)	-	-
	167,378	195,183	(172,154)	(131,290)	-	59,117
	$ 364,733	$ 289,442	$ (172,154)	$ (131,290)	$ (1,547)	$ 349,184

Exploration and evaluation expenditures

Exploration and evaluation expenditures recorded in the statements of loss and comprehensive loss for the years ended August 31, 2017, 2016, and 2015 are as follows:

	Year Ended August 31, 2017			Year ended August 31, 2016					Year ended August 31, 2015
	Exploration Expenditures	Recoveries from funding partners	Net Exploration expenditures	Exploration Expenditures	Recoveries from funding partners		Net Exploration expenditures		Exploration Expenditures		Recoveries from funding partners	Net Exploration expenditures
Nevada:
Big Blue	$ -	$ -	$ -	$ -	$ -	$ -		$ 14,616		$ -			$ 14,616
General exploration	-	-	-	-	-	-		20,555		-			20,555
Iron Point	-	-	-	-	-	-		16,942		-			16,942
Kibby Flat	-	-	-	-	-	-		12,787		-			12,787
Mustang	-	-	-	-	-	-		17,975		-			17,975
Red Canyon	-	-	-	-	-	-		19,105		-			19,105
Red Hill	-	-	-	-	-	-		17,480		-			17,480
	-	-	-	-	-	-		119,460		-			119,460

Alaska:
Willow Creek	69,325	-	69,325	47,830	-	47,830		89,370		-			89,370

Other North America:
General exploration	44,895	-	44,895	-	-	-		-		-			-

Colombia:
Alliance expenditures	-	-	-	244,404	(171,083)	73,321		665,560		(465,892)			199,668
Cerro Oro	105,043	-	105,043	267,097	(267,097)	-		102,777		(102,777)			-
Mallama	58,313	-	58,313	-	-	-		-		-			-
General exploration	1,127,554	-	1,127,554	402,820	-	402,820		350,879		-			350,879
	1,290,910	-	1,290,910	914,321	(438,180)	476,141		1,119,216		(568,669)			550,547
TOTAL	$ 1,405,130	$ -	$ 1,405,130	$ 962,151	$ (438,180)	$ 523,971		$ 1,328,046		$ (568,669)			$ 759,377

NEVADA:

Big Blue (Oxen), Lander County, Nevada

The Big Blue project was the subject of an exploration and option to enter into a joint venture agreement with Ramelius Resources Limited from May 6, 2010, until it was terminated on July 29, 2012. Certain of the Big Blue claims were the subject of an underlying lease with D. Jennings which was terminated on July 30, 2014. The Company allowed all of the Big Blue claims to lapse at August 31, 2015.

Iron Point Property, Humboldt County, Nevada

The Company held claims comprising the Iron Point property, Humboldt County, Nevada, but allowed them to lapse in August 2015.

Kibby Flat, Esmeralda County, Nevada

The Company held claims comprising the Kibby Flat property, Esmeralda County, Nevada, but allowed them to lapse in August 2015.

Mustang, Nye County, Nevada

During the year ended August 31, 2013, the Company staked claims and also acquired a 100% interest in Teslin River Resources Corp.’s (“Teslin”) claims, all comprising the Mustang project. Teslin was granted a 1% NSR royalty on the claims acquired. Miranda dropped several of the claims, leaving 69 claims in the project. During the year ended August 31, 2015, Miranda sold the remaining 69 Mustang claims to Nevada North Resources (USA) Inc. (“Nevada North”) for consideration of a 1% NSR to Miranda, and wrote off the balance of $67,986.

Red Canyon Property, Eureka County, Nevada

On November 18, 2003, the Company entered into a 20-year mining lease (“Lease”) with option to purchase (the “Lease”) for the Red Canyon property, Eureka County Nevada with Red Canyon Corporation (“RCC”).

On August 1, 2008, the Company signed an exploration and option to enter into a joint venture agreement with Montezuma Mines Inc. (“Montezuma”) on the Red Canyon property. Montezuma had completed the US$4,000,000 in qualifying exploration expenditures to earn a 60% interest.

On August 28, 2015, the Company executed a Project Management Agreement for the formation and organization of a limited liability company (the “RCP LLC”) to hold the Lease and related rights in respect of the Red Canyon, Nevada property and to conduct the operations contemplated under the Project Management Agreement. Montezuma paid Miranda US$360,000 as consideration for the option to buy-out Miranda’s 40% interest in the LLC, with Miranda potentially retaining a 0.5% NSR, upon meeting the purchase conditions during the term of the underlying lease. Miranda had not met those conditions upon the termination of the Agreement and subsequent lease termination.

On June 28, 2017, the Company gave notice of Lease termination to RCC, and returned the property to them.

Red Hill Property, Eureka County, Nevada

On May 27, 2004, the Company entered into a 20-year mining lease for the Red Hill property with Nevada North, with a sliding production royalty between 2.5% to 5% depending on the price of gold and subject to certain buy-down provisions to 2%, with minimum advance royalty payments. On May 22, 2015, the Company gave notice of lease termination to Nevada North, and returned the property to them.

ALASKA:

Willow Creek, Willow Creek mining district, Alaska

On November 15, 2013, Miranda entered into an 80-year mining lease for the Willow Creek property with Alaska Hardrock Inc. The Willow Creek Project consists of certain patented lode mining claims and State of Alaska lode mining claims. The terms of the lease require minimum annual lease payments of the greater of US$150,000 or the calculated production royalty according to the agreement, to be made on each January 15. The property is subject to various NSR’s to various holders, the amounts of which are dependent on the price of gold, however, in aggregate would not exceed 5.8% - subject to the purchase of the 3.3% Renshaw Royalty (see below).

Lease Due Dates		Minimum payment to Lessor (in US dollars)
November 15, 2013 (paid)		50,000
January 15, 2014 to January 15, 2017 (paid)		550,000
January 15, 2018 and each year thereafter for the term of the lease		150,000

Effective November 5, 2014, Miranda signed an exploration and option to enter a joint venture agreement (the “Agreement”) on the Willow Creek Project with GTI. GTI completed the initial earn-in obligation prescribed under the Agreement, and entered into a mining joint venture agreement (“Mining Venture Agreement”), contemporaneously forming AGT LLC, an Alaska limited liability company during fiscal 2017. The initial ownership of AGT LLC was 70% GTI and 30% Miranda.

During the year ended August 31, 2017, the Company transferred its share of AGT LLC from exploration and evaluation assets (Willow Creek) to investments and marketable securities (Note 7). The Company determined that significant influence did not exist and recorded the investment at cost. Subsequent to August 31, 2017, the Company’s ownership in AGT LLC was diluted to 14% pursuant to the mathematical effect of a cash call.

Renshaw Royalty purchase

On September 14, 2015, the Company reached an agreement with Mr. Daniel Renshaw (“Renshaw”) for the purchase of his 3.3% royalty held on the Willow Creek, Alaska project. Miranda and Renshaw have separated the Renshaw royalty into the area that covers the patented mining claims on the west side of the project (the “’A’ Royalty”) and the area that covers the patented mining claims on the east side of the project (the “’B’ Royalty”). The ‘A’ Royalty covers the area, including the Coleman resource, which is the area that is expected to be initially developed. The ‘B’ Royalty covers ground that is prospective for exploration including the Bullion Mountain target areas.

Miranda has agreed to purchase up to 100% of the ‘A’ Royalty in a series of seven (7) contracts with each subsequent contract contingent on the prior contract being paid in full. Pursuant to each contract Miranda will purchase 0.4% to 0.5% of the ‘A’ Royalty for each cumulative US$143,000 paid at the rate of US$5,000 per month plus interest, with the first payment commencing on October 31, 2015.

As each contract is paid Miranda will register its ownership of the ‘A’ Royalty purchased. If Miranda does not complete payment of any contract the remainder of the ‘A’ Royalty will remain with Renshaw. The seven contracts will be over an aggregate period of up to 200 months, but such contracts and payments can be accelerated and paid off at any time, providing that Miranda pays Renshaw the full payment of an aggregate US$1,000,000 of principal so that Miranda will have purchased the entire 3.3% ‘A’ Royalty.

In addition, Renshaw has agreed to grant Miranda the option to purchase the ‘B’ Royalty, which option may be exercised at any time provided that the ‘A’ Royalty contracts are not in default. Miranda may purchase up to 100% of the ‘B’ Royalty for the aggregate amount of US$500,000 in principal to be paid under terms, conditions and instalments that are consistent with those of the ‘A’ Royalty.

As at August 31, 2017, the Company has paid $194,562, including interest, (August 31, 2016 – $93,327) towards the purchase of the first of the series of the ‘A’ Royalty contracts, all of which is being capitalized as exploration and evaluation assets.

COLOMBIA

Argelia, Colombia

On June 15, 2017, the Company executed an option agreement (the “Argelia Option”) by and among Bullet Holding Corp. (“Bullet”), Esquimal S.O.M. (“Esquimal”), and the Company to acquire the Argelia property, consisting of three applications.

The terms of the Argelia Option require that Miranda make the following series of payments and a share issuance – all conditional on the occurrence of the following events:

Event	Issuance of Mirada shares	Payment amount US$
By June 22, 2017 ( paid )	-	100,000
Upon TSXV approval of the issuance of 1,624,270 Miranda shares ( issued )	1,624,270	-
Upon conversion of the applications to titles	-	100,000
Upon receipt of approval for forestry subtraction – or – Miranda making drill applications for any of the titles	-	100,000
Upon receipt of drill permits	-	100,000
Upon announcement of an NI 43-101 resource of >500,000 oz/au total in all categories (M+I+I)	-	250,000
One year from the announcement of an NI 43-101 resource of >500,000 oz/au	-	250,000

A residual net profits interest (“NPI”) of 4% - or – an NSR of 1.5% - whichever is greater - will be payable to the vendor, until US$6.0m has been paid - at which time an NSR of 1.5% will be payable for the life of the mine.

Antares, Colombia

On October 9, 2015, the Company executed an option agreement (the “Antares Option”) by and among Activos Mineros de Colombia S.A.S. (“AMC”), the Company, and the Company’s subsidiary MAD II, and the Colombian Branch of MAD II, to acquire the Antares property, with minimum operation payments due and a share issuance by the Company according to the schedule below. Upon commencing commercial production (as defined in the agreement), the minimum operation payments will cease and the payment of a 1.8% NSR will commence.

Antares, Colombia (continued)

The Company must meet the following schedule to maintain the option:

Antares Option Due Dates	Minimum operation payments payable (in US dollars)	Common shares to be issued to AMC
October 9, 2015 ( paid )	$ 60,000	-
October 9, 2016 ( paid )	60,000	-
Upon registration of the Mining Concession Contract for the Antares property (payable 30-days subsequent)	70,000	-
Upon the first anniversary of the registration of the Mining Concession Contract (“Registration Date”)	80,000	150,000
Upon the second anniversary of the Registration Date	90,000	-
Upon the third anniversary of the Registration Date	100,000	-
Upon the fourth anniversary of the Registration Date	120,000	-
Upon the fifth anniversary of the Registration Date	120,000	-
Upon the sixth anniversary of the Registration Date, and for each successive anniversary	150,000	-

Further, to maintain the Antares Option, a schedule of work commitment expenditures must be made, beginning within the first two years following the Registration Date as follows:

Antares Option Work Commitment Due Dates	Minimum exploration expenditures (in US dollars)	Cumulative exploration expenditures (in US dollars)
Within the first two years of the Registration Date	$ 200,000	$ 200,000
During the third year following the Registration Date	200,000	400,000
During the fourth year following the Registration Date	300,000	700,000
During the fifth year following the Registration Date	300,000	1,000,000
During the sixth year following the Registration Date	500,000	1,500,000
During the seventh year following the Registration Date	500,000	2,000,000

The above minimum exploration expenditure schedule may be suspended for up to two years in any period that the Company does not have a suitable joint venture partner funding expenditures on the project.

On March 7, 2017, the Company signed an option agreement (the “Agreement”) that allows IAMGOLD Corporation (“IAMGOLD”) (TSX: IMG, NYSE: IAG) to earn an interest in the Antares Project in Colombia by conducting exploration on a scheduled earn-in basis.

IAMGOLD is required to incur US$100,000 in expenditures during calendar 2017 to maintain the right to enter into the option which begins on the later of January 1, 2018 or the date on which mineral title to one or more of the exploration applications making up the Antares Project has been granted by the Colombian government. At such time, should IAMGOLD elect to enter into the option, it will be obligated to incur US$750,000 in expenditures during the subsequent 12 months.

Cerro Oro, Colombia

On January 16, 2013, the Company entered into a lease agreement on the Cerro Oro property (“Cerro Oro Option”) that required payment of US$10,000 on signing and a payment of US$80,000 upon conversion of the application to a license. To maintain the lease, annual escalating payments that total $625,000 over five years will be required and thereafter annual payments of US$135,000 on the following schedule. The project is also subject to a 1.2% production royalty and a per-ounce bonus for Measured and Indicated NI 43-101 compliant Resource and Reserves.

Cerro Oro Option Due Dates	Option payments (in US dollars)
May 10, 2014 ( paid )	90,000
May 10, 2015 ( paid, 1 ^st anniversary )	75,000
May 10, 2016 ( paid, 2 ^nd anniversary )	90,000
May 10, 2017 ( 3 ^rd anniversary ) ⁽¹⁾	105,000
May 10, 2018 ( 4 ^th anniversary ) ⁽¹⁾	120,000
May 10, 2019 ( 5 ^th anniversary ) ⁽¹⁾	235,000
May 10, 2020 ⁽¹⁾ , and on each subsequent anniversary until commercial production is reached, as defined in the underlying agreement	135,000

(1) the due dates are suspended until such time as the community consultation process is complete

On June 23, 2014, the Company entered into a share purchase agreement (“SPA”) and a shareholder agreement (“SA”) with Prism Resources Inc. (“Prism”). Pursuant to the SPA, Miranda assigned 70% of the shares of MAD V to Prism. The activities of MAD V were governed by the SA.

After spending $700,000 - the obligation amount - Prism terminated the SPA and SA, with effect from October 31, 2016. The 70 shares of MAD V were returned to Miranda.

Mallama, Colombia

On August 31, 2017, Miranda completed the acquisition of the Mallama project (“Mallama”) by an outright purchase of 100% of the shares of the Colombian simplified share company, Minera Mallama S.A.S. (“Mallama SAS”).

During the fiscal year ended August 31, 2017, Miranda paid a total of $298,216 in outstanding fees due to Agencia Nacional de Mineria (“ANM”) prior to the final effective date of the purchase. Upon receipt of suitable drill permits on Mallama, without any future time constraint, Miranda is required to make an additional payment of US$200,000 to the former shareholders of Mallama SAS. An NSR of four percent (4%) will be payable to the former shareholders, with a minimum of US$1.0m payable within three years of the commencement of commercial production, capped at US$4.0m over the life of the mine.

There are no minimum work commitments or any other milestones on Mallama, and no acquisition restrictions imposed on Miranda for any adjacent property.

Minagrande, Colombia

On April 12, 2013, the Company paid canon fees (government fees) to Ingeominas in Colombia of $51,849 for acquisition of the Minagrande property, of which Miranda recovered $36,294 from Agnico Eagle Mines Limited (“Agnico”) pursuant to the Amended Alliance Agreement. During the fiscal year ended August 31, 2015, Miranda and Agnico agreed to abandon the Minagrande property, and Miranda wrote off the residual acquisition costs of $15,555.

Oribella, Colombia

On May 13, 2014, the Company acquired the Oribella project, in the Antioquia Department of Colombia, through a purchase agreement with Antioquia Gold Inc. (“Antioquia Gold”). The Oribella project comprises one exploration license and one application. Of the first-year acquisition costs of $62,715 incurred in the year ended August 31, 2014, 70% was recovered from Agnico ($43,901) according to the Amended Alliance Agreement.

During the fiscal year ended August 31, 2015, an additional $57,579 was spent on acquisition costs, and 70% of this ($40,305) was recovered from Agnico pursuant to the Amended Alliance Agreement.

Oribella is subject to a 0.5% royalty to Antioquia Gold that can be purchased for US$1,500,000 and a 2% royalty to Soratama Gold (a wholly owned subsidiary of Barrick Gold Corporation). Miranda acquired the property, subject to the royalties, by making the license canon payment on May 14, 2014, of $62,715, and will also reimburse Antioquia Gold for the application payment of COP 101,136,976 (approximately US$35,000) when the property is registered with the ANM as a contract. If the application is converted to a license on or before the anniversary of the agreement, Miranda will pay Antioquia Gold an additional US$30,000 payment on the anniversary date. No other obligations are required to keep the project in good standing, and Miranda may drop or reduce the lands at any time.

Pavo Real Option, Colombia

On June 24, 2010, the Company executed an option agreement (the “Pavo Option”) by and among ExpoGold, the Company, and the Company’s subsidiary Miranda Gold Colombia III Ltd., formerly Rovira Mining Limited (“Rovira”); and the Colombian branch of Rovira to acquire the Pavo Real mining interest.

Annual payments of US$100,000, plus the issue of 100,000 common shares were required to maintain the option until the first milestone which was the definition of a NI 43-101 Measured and Indicated Resource greater than or equal to 250,000 ounces of gold equivalent.

On June 25, 2010, the Company entered into a SPA and SA with Red Eagle, effectively forming a corporate option to joint venture on the Pavo Real property. These agreements (SPA and SA) were terminated on December 31, 2014, and the 70 shares of Rovira were returned to Miranda.

On June 24, 2012, Miranda issued 100,000 common shares to ExpoGold valued at $33,000 pursuant to the Pavo Option Agreement. Miranda, in turn, received 100,000 shares of Red Eagle pursuant to the SPA, valued at $42,400, with the excess value of $9,400 of the Red Eagle shares over the Miranda shares taken into exploration and evaluation recoveries.

On June 14, 2013, Miranda issued 100,000 common shares to ExpoGold valued at $19,000 pursuant to the Pavo Option. Miranda, in turn, received 100,000 shares of Red Eagle pursuant to the SPA, valued at $16,800.

On June 13, 2014, Miranda issued 100,000 common shares to ExpoGold valued at $15,000 pursuant to the Pavo Option. Miranda, in turn, received 100,000 shares of Red Eagle pursuant to the SPA, valued at $22,000, with the excess value of $7,000 of the Red Eagle shares over the Miranda shares taken into exploration and evaluation recoveries.

On June 10, 2015, Miranda issued 100,000 common shares to ExpoGold valued at $8,500 pursuant to the Pavo Option.

During the fiscal year ended August 31, 2016, Miranda abandoned the Pavo Real property, and wrote off the residual acquisition costs of $131,290.

Colombia Strategic Alliance (“Agnico Alliance”)

Pursuant to the January 23, 2013, strategic alliance agreement, as amended, (“Amended Alliance Agreement”) between the Company and Agnico Eagle Mines Limited (“Agnico”) for precious metal exploration in Colombia, the Company and Agnico would share funding 30:70, respectively, in generative exploration expenditures with Miranda as operator. The October 25, 2013 amendment reduced the three-year exploration budget from US$3.3 million down to US$2.025 million; and in consideration for this reduction, the area of interest in Colombia was reduced. The Agnico Alliance’s primary term was for a period of three years (January 23, 2013 to January 23, 2016) and was renewable thereafter by mutual consent.

Effective on January 23, 2016, Agnico did not renew the Agnico Alliance, and allowed it to lapse.

11.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	As at August 31, 2017	As at August 31, 2016
Trade and other payables in Canada	$ 42,619	$ 59,250
Trade and other payables in the USA	720	5,216
Trade and other payables in Colombia	34,768	32,227
Amounts payable and accrued liabilities to related parties	14,422	25,462
Accrued employment termination liabilities to a related party	175,504	-

Total	$ 268,033	$ 122,155

12.

SHARE CAPITAL

Authorized: An unlimited number of common shares without par value.

Share issuance:

Fiscal 2017

On June 26, 2017, the Company issued 1,624,270 common shares to Bullet Holding Corp. valued at $132,830 pursuant to the acquisition of the Argelia project, in Colombia . The Company incurred share issue costs of $1,164 pursuant to this share issue.

Fiscal 2016

On June 23, 2016, the Company completed a non-brokered private placement of 29,140,555 units at a price of $0.09 per unit, for gross proceeds of $2,622,650. Each unit consisted of one common share and one non-transferable share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share of Miranda at a price of $0.12 until June 23, 2021. The proceeds of the financing of $2,622,650 were allocated on a relative fair value basis as $1,541,050 to common shares and $1,081,600 as to warrants. Cash share issue costs pursuant to this private placement were an additional $68,575. The assumptions used in the Black-Scholes option pricing model for the relative fair value allocation were: a risk-free interest rate of 0.72%; an expected volatility of 98.5%; an expected life of 5 years; and an expected dividend of zero.

Fiscal 2015

On June 2, 2015, the Company issued 100,000 common shares to ExpoGold valued at $8,500 pursuant to the Pavo Real Option agreement .

Stock Options Outstanding:

The Company has a shareholder-approved stock option plan that provides for the reservation for issuance of a fixed number of not more than 10,491,890 options to acquire common shares to its directors, officers, employees and consultants. The vesting terms of each stock option grant is determined by the Board of Directors at the time of the grant.

The continuity for stock options for the year ended August 31, 2017, is as follows:

Number outstanding Aug 31, 2016	Granted	Exercised	Expired/ Cancelled	Number outstanding August 31, 2017	Exercise price per share	Expiry date	Weighted average remaining contractual life in years
1,150,000	-	-	(1,150,000)	-	$ 0.40	Oct. 21, 2016	-
975,000	-	-	(100,000)	875,000	$ 0.305	Sep. 24, 2017 *	0.07 yrs
802,500	-	-	(80,000)	722,500	$ 0.155	Oct. 17, 2018	1.13 yrs
1,060,000	-	-	(100,000)	960,000	$ 0.145	Sep. 3, 2019	2.01 yrs
100,000	-	-	-	100,000	$ 0.145	Feb. 16, 2020	2.46 yrs
1,525,000	-	-	(100,000)	1,425,000	$ 0.12	Jan. 28, 2021	3.41 yrs
300,000	-	-	-	300,000	$ 0.12	Apr. 25, 2021	3.65 yrs
-	2,310,000	-	(135,000)	2,175,000	$ 0.09	Jan. 25, 2022	4.41 yrs
5,912,500	2,310,000	-	(1,665,000)	6,557,500	$ 0.143	(weighted average)	2.84 yrs
			Exercisable	6,557,500	$ 0.143	(weighted average)	2.84 yrs

* expired subsequently

As at August 31, 2017, all of the outstanding stock options were vested and exercisable, with a weighted average exercise price of $0.143. The intrinsic value of the vested stock options was $nil. The intrinsic value of the vested stock options outstanding at August 31, 2017, is calculated on the difference between the exercise prices of the underlying vested options and the quoted price of our common stock as of the reporting date of August 31, 2017, being $0.075.

The continuity for stock options for the year ended August 31, 2016, is as follows:

Number outstanding Aug 31, 2015	Granted	Exercised	Expired/ Cancelled	Number outstanding August 31, 2016	Exercise price per share	Expiry date	Weighted average remaining contractual life in years
1,230,000	-	-	(1,230,000)	-	$ 0.56	Sep. 26, 2015	-
50,000	-	-	(50,000)	-	$ 0.69	Dec. 1, 2015	-
1,315,000	-	-	(165,000)	1,150,000	$ 0.40	Oct. 21, 2016	0.14 yrs
1,205,000	-	-	(230,000)	975,000	$ 0.305	Sep. 24, 2017	1.07 yrs
952,500	-	-	(150,000)	802,500	$ 0.155	Oct. 17, 2018	2.13 yrs
1,240,000	-	-	(180,000)	1,060,000	$ 0.145	Sep. 3, 2019	3.01 yrs
100,000	-	-	-	100,000	$ 0.145	Feb. 16, 2020	3.46 yrs
-	1,525,000	-	-	1,525,000	$ 0.12	Jan. 28, 2021	4.41 yrs
-	300,000	-	-	300,000	$ 0.12	Apr. 25, 2021	4.65 yrs
6,092,500	1,825,000	-	(2,005,000)	5,912,500	$ 0.215	(weighted average)	2.46 yrs
			Exercisable	5,912,500	$ 0.215	(weighted average)	2.46 yrs

The continuity for stock options for the year ended August 31, 2015, is as follows:

Number outstanding Aug 31, 2014	Granted	Exercised	Expired/ Cancelled	Number outstanding August 31, 2015	Exercise price per share	Expiry date	Weighted average remaining contractual life in years
1,435,000	-	-	(205,000)	1,230,000	$ 0.56	Sep. 26, 2015	0.07 yrs
50,000	-	-	-	50,000	$ 0.69	Dec. 1, 2015	0.25 yrs
1,510,000	-	-	(195,000)	1,315,000	$ 0.40	Oct. 21, 2016	1.14 yrs
1,345,000	-	-	(140,000)	1,205,000	$ 0.305	Sep. 24, 2017	2.07 yrs
1,142,500	-	-	(190,000)	952,500	$ 0.155	Oct. 17, 2018	3.13 yrs
-	1,340,000	-	(100,000)	1,240,000	$ 0.145	Sep. 3, 2019	4.01 yrs
-	100,000	-	-	100,000	$ 0.145	Feb. 16, 2020	4.47 yrs
5,482,500	1,440,000	-	(830,000)	6,092,500	$ 0.322	(weighted average)	2.06 yrs
			Exercisable	6,092,500	$ 0.322	(weighted average)	2.06 yrs

Stock-Based Compensation:

The fair value of each option granted to employees, officers, and directors was estimated on the date of grant using the Black-Scholes option-pricing model.

Fiscal 2017

During the year ended August 31, 2017, the Company recorded $133,468 in stock-based compensation expense for options vesting in the period as follows:

$133,468 upon the immediate vesting of the 2,310,000 options granted on January 25, 2017.

The fair value of the 2,310,000 options granted on January 25, 2017, was determined using a risk free interest rate of 0.76%, an expected volatility of 105%, an expected life of 3.0 years, and an expected dividend of zero for a total fair value of $133,468 or $0.058 per option. Volatility was determined using daily closing share prices over a term equivalent to the expected life of the options.

Fiscal 2016

During the year ended August 31, 2016, the Company recorded $92,225 in stock-based compensation expense for options vesting in the period as follows:

$73,672 upon the immediate vesting of the 1,525,000 options granted on January 28, 2016; and

$18,553 upon the immediate vesting of the 300,000 options granted on April 25, 2016

The fair value of the 1,525,000 options granted on January 28, 2016, was determined using a risk free interest rate of 0.44%, an expected volatility of 104%, an expected life of 3.0 years, and an expected dividend of zero for a total fair value of $73,672 or $0.048 per option. Volatility was determined using daily closing share prices over a term equivalent to the expected life of the options.

The fair value of the 300,000 options granted on April 25, 2016, was determined using a risk free interest rate of 0.69%, an expected volatility of 97%, an expected life of 5.0 years, and an expected dividend of zero for a total fair value of $18,553 or $0.0618 per option. Volatility was determined using daily closing share prices over a term equivalent to the expected life of the options.

Fiscal 2015

During the year ended August 31, 2015, the Company recorded $132,307 in stock-based compensation expense for options vesting in the period as follows:

vesting portion of options granted October 17, 2013, of $7,530;

immediate vesting of the 1,340,000 options granted September 3, 2014 of $117,769; and

immediate vesting of the 100,000 options granted February 16, 2015 of $7,008.

The fair value of the 1,340,000 options granted on September 3, 2014, was determined using a risk free interest rate of 1.45%, an expected volatility ranging from 84.03% to 84.67%, an expected life of ranging from 3.81 to 3.97 years, and an expected dividend of zero for a total fair value of $117,769 or $0.088 per option. The fair value of the 100,000 options granted on February 16, 2015, was determined using a risk free interest rate of 0.65%, an expected volatility of 95.11%, an expected life of 3.81 years, and an expected dividend of zero for a total fair value of $7,008 or $0.0701 per option. Volatility was determined using daily closing share prices over a term equivalent to the expected life of the options.

Share Purchase Warrants:

The continuity for share purchase warrants for the year ended August 31, 2017, is as follows:

Number outstanding August 31, 2016	Issued	Exercised	Expired/ Cancelled	Number outstanding August 31, 2017	Exercise price	Expiry date	Weighted average remaining life in yrs
20,835,800	-	-	-	20,835,800	$ 0.375	Dec. 19, 2017	0.30 yrs
29,140,555	-	-	-	29,140,555	$ 0.120	Jun. 23, 2021	3.81 yrs
49,976,355	-	-	-	49,976,355	$ 0.226	(weighted average)	2.35 yrs

The continuity for share purchase warrants for the year ended August 31, 2016, is as follows:

Number outstanding August 31, 2015	Issued	Exercised	Expired/ Cancelled	Number outstanding August 31, 2016	Exercise price	Expiry date	Weighted average remaining life in yrs
20,835,800	-	-	-	20,835,800	$ 0.375	Dec. 19, 2017	1.30 yrs
-	29,140,555	-	-	29,140,555	$ 0.120	Jun. 23, 2021	4.81 yrs
20,835,800	29,140,555	-	-	49,976,355	$ 0.226	(weighted average)	3.35 yrs

The continuity for share purchase warrants for the year ended August 31, 2015, is as follows:

Number outstanding

August 31, 2014

Issued

Exercised

Expired/

Cancelled

Number outstanding

August 31, 2015

Exercise price

Expiry date

Weighted average remaining life in yrs

20,835,800

$ 0.375

Dec. 19, 2017

2.30 yrs

20,835,800

$ 0.375

(weighted average)

2.30 yrs

13.

RELATED PARTY TRANSACTIONS

The Company’s related parties consist of companies with directors and officers in common and companies owned in whole or in part by executive officers and directors as follows:

Name Nature of transactions

Golden Oak Corporate Services Limited (“GO”) Consulting as CFO, Corporate Secretary,

corporate compliance services and

financial reporting ( terminated in 2016 )

Goldnor Global Management Inc. (“GGMI”) Consulting as CFO, Corporate Secretary,

corporate compliance services and

financial reporting

Mine Development Associates (“MDA”) Geology and geotechnical consulting

The Company incurred the following fees in connection with individuals and companies owned, or partially owned, by key management and directors. Expenses have been measured at the exchange amount, which is determined on a cost recovery basis.

For the year ended	August 31, 2017	August 31, 2016		August 31, 2015
Consulting fees - GO	$ -		$ 95,084	$ 123,789
Consulting fees - GGMI	137,500		37,500	-
Consulting fees – MDA	-		-	1,746
	137,500		132,584	125,535
Office & general expenses - GO	-		4,903	6,124
Total	$ 137,500		$ 137,487	$ 131,659

Advances held by related parties are disclosed in Note 8 and amounts owing to related parties are disclosed in Note 11.

Compensation of directors and members of key management personnel (CEO, CFO, Corporate Secretary):

The remuneration of directors and members of key management personnel, including amounts disclosed in Note 13(a), during the years ended August 31, 2017, 2016, and 2015 were as follows:

For the year ended		August 31, 2017	August 31, 2016		August 31, 2015
Consulting fees	$ 137,500			$ 132,584		$ 125,535
Salaries and benefits ⁽¹⁾	425,753			446,482		453,149
Employment termination benefit	175,504			-		-
Directors fees	42,216			40,248		36,918
Share based compensation	121,335			83,771		94,775
Total	$ 902,308			$ 703,085		$ 710,377

(1) a portion of salaries and benefits are included in exploration and evaluation expenditures

14.

SEGMENTED DISCLOSURE

The Company operates in the mineral exploration sector within two geographic segments: the Alaska project in the United States and various projects in Colombia.

Notes 9 and 10 provide disclosure as to the geographic location of equipment, exploration and evaluation assets, and geographical exploration expenditures.

15.

Management of Capital

The Company manages its common shares, stock options and warrants as capital (see Note 12). The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable level of risk.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets, or adjust the amount of cash.

In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors including successful capital deployment and general industry conditions.

In order to maximize ongoing exploration expenditures, the Company does not pay out dividends. The Company’s investment policy is to keep its cash treasury on deposit in interest bearing Canadian chartered bank account and short-term guaranteed investment certificates.

The Company estimates that it will require additional funding to carry out its exploration plans and operations through the next twelve months. The Company is not subject to any externally imposed capital restrictions.

16.

Supplemental Disclosure with Respect to Cash Flows

For the year ended		August 31,	August 31,	August 31,
For the year ended		2017	2016	2015
Non-cash investing and financing activities:
	Fair value of shares issued for exploration and evaluation assets	$ 132,830	$ -	$ 8,500
	Reclassification of exploration and evaluation assets to investments	188,040	-	-
Interest received		$ 1,453	$ 2,231	$ 27,063

17.

INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

		Aug. 31, 2017	Aug. 31, 2016		Aug. 31, 2015

Loss before income taxes	$	(2,645,779)	$	(1,476,152)	$	(1,867,176)

Expected income tax (recovery)	$	(688,000)	$	(384,000)	$	(485,000)
Change in statutory, foreign tax, foreign exchange rates, and other		262,000		(43,000)		(1,185,000)
Permanent differences		59,000		36,000		268,000
Share issue costs		-		(18,000)		-
Expiry of non-capital losses		-		125,000		353,000
Adjustments to prior years provisions versus statutory tax returns and expiry of losses		(330,000)		(182,000)		(211,000)
Change in unrecognized deductible temporary differences		697,000		466,000		1,260,000

Total income tax expense (recovery)	$	-	$	-	$	-

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:

	2017		Expiry Date Range	2016

Temporary differences
Exploration and evaluation assets	$	6,681,000	No expiry date	$	5,179,000
Equipment		141,000	No expiry date		166,000
Share issue costs		42,000	2033 - 2041		69,000
Marketable securities		(202,000)	No expiry date		(22,000)
Allowable capital losses		455,000	No expiry date		455,000
Non-capital losses available for future period		24,247,000	2020 - 2037		23,202,000

Canada		6,957,000	2026 - 2037		6,601,000
USA		17,290,000	2020 - 2037		16,601,000

Tax attributes are subject to review, and potential adjustments, by tax authorities.

18.

SUBSEQUENT EVENTS

Subsequent to August 31, 2017, and except where disclosed elsewhere:

On September 24, 2017: 875,000 options expired, unexercised; and

On November 9, 2017: Miranda sold its diluted 14% interest in the AGT LLC, pursuant to a binding letter of intent, for a series of future cash payments totalling US$1,000,000; a future 500,000 unit (share + warrant) issuance from GTI upon their successful listing on the TSXV; and a series of payments from AGT LLC based on future gold production.

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