Miramar Mining Corporation
TSX : MAE
AMEX : MNG

Miramar Mining Corporation

March 31, 2006 22:02 ET

Miramar Announces Year End Results

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - March 31, 2006) -

Year End Financial Results Show Healthy Financial Position

Miramar Mining Corporation (TSX:MAE)(AMEX:MNG) today announced its consolidated 2005 annual financial results that report a loss of $11 million for the year, primarily related to an adjustment for reclamation activities at the Con Mine. The Company ended 2005 with consolidated working capital of $64.3 million, which includes cash and equivalents and short term investments of $68.7 million. The Company does not have any long term debt.

"With a positive NIRB recommendation received in March 2006 as a result of the hard work done on the Doris North environmental assessment, and with the very successful drilling reported throughout the year at Hope Bay, 2005 has been one of the most successful years in Company history," said Tony Walsh, President & CEO, "The identification of certain additional activities required at the Con Mine was unexpected, however, the Company has opportunities available to mitigate some of the costs of these activities," he said.

The Company is now in a position to launch economic studies to evaluate some opportunities for extended and expanded production levels on the Hope Bay belt. The Company intends to deliver a feasibility study at the end of 2006 for the second step in the phased development of the Hope Bay belt. Over the past year, internal studies have indicated that there may be opportunities for larger scale production at Hope Bay and work in 2006 will include examining the viability of larger scale operations. Details on the 2006 program at Hope Bay will be released next week.

The 2006 program has begun and drills are turning at Hope Bay. It is anticipated that the first drill results will be available by the end of April. The Company had also hoped to release the 2005 resource calculation sometime in January. However, industry wide delays in obtaining consultant time have postponed this date. The 2005 resource calculation will be released when available.

Financial Results

For the year ended December 31, 2005, the Company reported a consolidated net loss of $11 million or $0.07 per share compared to a loss of $32.5 million of $0.21 per share in 2004. The loss reported in 2005 includes an adjustment of $8.1 million to increase the asset retirement obligation ("ARO") for the Con Mine. Excluding this adjustment, the loss would be $2.9 million or $0.02 per share.

During 2005, the Company commenced reclamation activities at the Con Mine. Activities were focused on the reclamation of historic mill roaster tailings. In the fourth quarter of 2005, the Company recorded an adjustment to the liability for asset retirement obligation of $8.1 million. This adjustment is a result of management's re-assessment of cost estimates and is comprised of three components; (a) the impact of additional mill roaster tailings which were excavated in 2005 which make up the majority of the adjustment (b) changes in site closure activities and, (c) the impact of an estimated one year delay in receiving approval of the final remediation plan. This adjustment also includes contingencies for future potential cost increases. The Company believes that the majority of the cash impact of this adjustment (which the Company expects will be approximately $6 million) will be borne over the next two years. Overall the Company believes that this will not have a significant impact on its financial resources or its ability to fund its current planned activities.

At December 31, 2005, the Company has recorded the fair value of the ARO for the Con Mine to be $19.2 million (which includes the adjustment discussed above) for the expected closure costs to be incurred from 2006 to 2033. A significant portion of the funding for the reclamation activities will be provided by the $10.5 million currently held within two Con Mine reclamation security trusts as well as the proceeds from any assets sales at the Con Mine that will be added to the trusts.

Details of the calculation of the ARO are provided in the notes to the Consolidated Audited Financial Statements and in the Management Discussion and Analysis of the Company for the year ended December 31, 2005.

Miramar Mining Corporation

Miramar is a Canadian gold mining company that controls the Hope Bay project, one of the largest, best-grade undeveloped gold deposits in Canada. The Hope Bay project extends over 1,000 sq. km. and encompasses one of the most prospective undeveloped greenstone belts in Canada.

Miramar's goal is to build an intermediate gold production profile by maximizing the development potential of the substantial gold resources defined on the Hope Bay belt while continuing to increase the total gold resources on the belt through the expansion of the known deposits and discoveries of new ones.

Any proposal to extend and expand mining operations at Hope Bay would be subject to successful completion of additional drilling, economic studies and permitting procedures.

For more information on Miramar Mining Corporation and its projects, visit our website at www.miramarmining.com.

Forward-Looking Statements

Statements relating to permitting, exploration activities and the expected results thereof, and the production potential at the Hope Bay project and the expected results of this work, the Company's goals to develop the Hope Bay property and its expenditures concerning reclamation activities and costs at the Con Mine are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Information inferred from the interpretation of drilling results and information concerning mineral resource estimates may also be deemed to be forward looking statements, as it constitutes a prediction of what might be found to be present when and if a project is actually developed. These forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: risks related to fluctuations in gold prices; uncertainties related to raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from weather, logistical, technical or other factors; the possibility that results of work will not fulfill expectations and realize the perceived potential of the Company's properties; uncertainties involved in the estimation of gold reserves and resources; the possibility that required permits may not be obtained on a timely manner or at all; the possibility that capital and operating costs may be higher than currently estimated and may preclude commercial development or render operations uneconomic; the possibility that the estimated recovery rates may not be achieved; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in the work program; the risk of environmental contamination or damage resulting from Miramar's operations uncertainties as to the timing, results and costs of reclamation activities at the Con Mine and possible need to secure the remediation plan in the light of future development and other risks and uncertainties, including those described in the Miramar's Annual Report on Form 40-F for the year ended December 31, 2005 and Reports on Form 6-K filed with the Securities and Exchange Commission.

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

This news release has been authorized by the undersigned on behalf of Miramar Mining Corporation.

Consolidated Financial Statements

(Expressed in Canadian dollars)

MIRAMAR MINING CORPORATION

Years ended December 31, 2005 and 2004

AUDITORS' REPORT TO THE SHAREHOLDERS

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

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

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

KPMG LLP (signed)

Chartered Accountants

Vancouver, Canada

March 1, 2006

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



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

December 31, 2005 and 2004

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2005 2004
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Assets

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

Power credits receivable 1,557 1,945

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

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

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

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

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

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

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

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

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

Shareholders' deficiency:
Share capital (note 11) 433,990 380,734
Contributed surplus 6,846 5,025
Deficit (212,428) (201,437)
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228,408 184,322
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$ 277,997 $ 232,277
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Nature of operations (note 1)
Commitments and contingencies (notes 11 and 15)

See accompanying notes to consolidated financial statements.

Approved on behalf of the Board:

Anthony P. Walsh, Director David A. Fennell, Director


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

Years ended December 31, 2005 and 2004

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

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

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

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

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

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

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See accompanying notes to consolidated financial statements.


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

Years ended December 31, 2005 and 2004

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2005 2004
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Cash provided by (used in):

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

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

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

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


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

Years ended December 31, 2005 and 2004


1. Nature of operations:

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

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

2. Significant accounting policies:

(a) Basis of presentation:

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

(b) Cash and cash equivalents:

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

(c) Short-term investments:

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

(d) Revenue recognition and inventory:

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

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

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

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

(f) Impairment of long-lived assets:

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

(g) Provision for site reclamation and closure costs:

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

(h) Pension expenses and obligation:

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

(i) Stock-based compensation:

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

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

(j) Translation of foreign currency:

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

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

- other assets and liabilities at applicable historical exchange rates

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

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

(k) Derivative financial instruments:

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

(l) Income taxes:

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

(m) Loss per share:

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

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

(n) Use of estimates:

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

(o) Variable interest entities:

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

(p) Power credits and deferred gain:

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

3. Investment in Northern Orion Explorations Ltd.:

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

4. Related parties:

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

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

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

5. Inventory:



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2005 2004
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Gold and silver $ 1,162 $ 1,570
Materials and supplies 3,620 5,608
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$ 4,782 $ 7,178
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6. Property, plant and equipment:



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2005 2004
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Accumulated
depreciation
and
depletion and Net book Net book
Cost write-downs value value
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Mine plant and
equipment $ 118,008 $ 115,903 $ 2,105 $ 2,261
Exploration equipment 2,060 446 1,614 1,506
Construction in progress 1,217 - 1,217 1,216
Computer equipment 1,366 861 505 566
Leasehold and office 534 406 128 123
Other 94 94 - 94
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Total $ 123,279 $ 117,710 $ 5,569 $ 5,766
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During the year ended December 31, 2005, the Company returned the Giant Mine property back to the Department of Indian Affairs and Northern Development.

7. Mineral properties:

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



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

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

Disposition of mineral property (8,424) - (8,424)
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Balance, December 31, 2005 $ - $ 170,817 $ 170,817
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On February 18, 2005, the Company assigned to Dundee Precious Metals Inc. its option to purchase from Kinross Gold Corporation 60% of the Back River project, including the Goose and George Lakes deposits. The Company received proceeds of approximately $10 million for the reimbursement of past exploration costs and inventory acquisition incurred by the Company on the Back River Project plus 5%.

8. Cash collateral deposits:

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



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



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2005 2004
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Investments $ 134 $ 134
Investment in Sherwood 180 -
Pension asset (note 13) 1,260 573
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$ 1,574 $ 707
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10. Site reclamation and closure:

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



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2005 2004
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Balance, beginning of year $ 19,759 $ 8,528
Change in estimate for site closure
and reclamation costs 8,085 10,508
Site closure and
reclamation costs incurred (8,138) -
Accretion expense 777 723
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Balance, end of year $ 20,483 $ 19,759
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Allocated between:
Current portion $ 5,947 $ 7,485
Non-current portion 14,536 12,274
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$ 20,483 $ 19,759
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The Company's operations are affected by federal and local laws and regulations concerning environmental protection. Under current regulations, the Company is required to meet performance standards to minimize environmental impact and to perform site restoration and other closure activities. The Company's provisions for future site closure and reclamation costs are based on known requirements. It is not currently possible to estimate the impact on financial results, if any, of future legislative or regulatory developments.

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

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

11. Share capital:

(a) Authorized:

500,000,000 common shares without par value

(b) Issued:



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

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

Balance, December 31, 2004 159,774,830 380,734

Issued:
Common shares for cash,
net of issue costs 26,070,000 57,679
Future income tax effect
of flow-through shares - (5,140)
On exercise of stock
options 456,600 717
--------------------------------------------------------------------

Balance, December 31, 2005 186,301,430 $ 433,990
--------------------------------------------------------------------
--------------------------------------------------------------------


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

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

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

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

(c) Stock options:

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



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

Outstanding, end
of year 7,449,684 $ 1.87 6,263,578 $ 2.18
----------------------------------------------------------------------
----------------------------------------------------------------------

Exercisable 6,921,684 1.83 5,483,578 $ 2.02
----------------------------------------------------------------------
----------------------------------------------------------------------


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

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



--------------------------------------------------------------------
--------------------------------------------------------------------
Exercise
Year Number price
--------------------------------------------------------------------

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

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


(d) Warrants and brokers compensation options:

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



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

Outstanding, end of year 18,866,000 $ 2.74 1,316,267 $ 2.26
--------------------------------------------------------------------
--------------------------------------------------------------------


12. Income and resource taxes:

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



--------------------------------------------------------------------
--------------------------------------------------------------------
2005 2004
--------------------------------------------------------------------

Loss carry forwards $ 14,509 $ 15,284
Capital losses 12,752 9,896
Property, plant and equipment 19,561 16,081
Canadian resource deductions 3,745 4,458
Reclamation liabilities 7,368 6,664
Other 1,517 4,535
--------------------------------------------------------------------
59,452 56,918
Valuation allowance (54,508) (54,875)
--------------------------------------------------------------------
Net future tax asset 4,944 2,043

Future income tax liability of Hope Bay Gold (8,382) (8,382)
Future income tax liability on
flow-through shares (19,363) (12,781)
--------------------------------------------------------------------

Net future income tax liability $ (22,801) $ (19,120)
--------------------------------------------------------------------
--------------------------------------------------------------------


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



--------------------------------------------------------------------
--------------------------------------------------------------------
2005 2004
--------------------------------------------------------------------

Earnings (losses) before equity
loss and income taxes $ (12,190) $ (35,726)
--------------------------------------------------------------------
--------------------------------------------------------------------

Computed "expected" tax expense (recovery) $ (4,157) $ (12,183)
Adjustment to income taxes resulting
from change in valuation allowance (367) 7,514
Adjustment to future tax assets and
liabilities for enacted changes in tax rates 1,200 -
Permanent differences 1,158 767
Share issue costs (453) (331)
Capital taxes 34 298
Other 1,159 374
--------------------------------------------------------------------

Income taxes (recovery) $ (1,426) $ (3,561)
--------------------------------------------------------------------
--------------------------------------------------------------------


13. Pension plan and other post-retirement benefits:

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

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


--------------------------------------------------------------------
--------------------------------------------------------------------
Pension benefit plans Other benefit plans
--------------------- --------------------
2005 2004 2005 2004
--------------------------------------------------------------------
Accrued benefit
obligation $ 18,880 $ 17,182 $ 176 $ 158
Fair value of plan
assets 15,790 16,282 - -
--------------------------------------------------------------------

Funded status -
plan deficit (3,090) (900) (176) (158)
Unamortized actuarial
loss (gain) 4,350 1,681 20 (138)
Unamortized experience
loss - 88 - -
--------------------------------------------------------------------

Accrued benefit asset
(liability) $ 1,260 $ 869 $ (156) $ (296)
--------------------------------------------------------------------
--------------------------------------------------------------------


Reconciliation of accrued benefit obligation:



--------------------------------------------------------------------
--------------------------------------------------------------------
Pension benefit plans Other benefit plans
--------------------- --------------------
2005 2004 2005 2004
--------------------------------------------------------------------

Balance, beginning
of year $ 17,182 $ 16,621 $ 158 $ 142
Current service cost 230 275 - -
Interest cost 998 1,024 7 7
Benefits paid (3,023) (1,243) (78) (73)
Actuarial losses 3,425 981 89 82
Loss (gain) due to
curtailment 68 (476) - -
--------------------------------------------------------------------

Accrued benefit
obligation, end of year $ 18,880 $ 17,182 $ 176 $ 158
--------------------------------------------------------------------
--------------------------------------------------------------------


Reconciliation of plan assets:



--------------------------------------------------------------------
--------------------------------------------------------------------
Pension benefit plans Other benefit plans
--------------------- --------------------
2005 2004 2005 2004
--------------------------------------------------------------------

Fair value,
beginning of year $ 16,282 $ 14,927 $ - $ -
Expected return on
plan assets 1,063 1,109 - -
Employer contributions 847 952 - -
Benefits paid (3,023) (1,243) - -
Actuarial gains 621 537 - -
--------------------------------------------------------------------

Fair value of plan
assets, end of year $ 15,790 $ 16,282 $ - $ -
--------------------------------------------------------------------
--------------------------------------------------------------------


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



--------------------------------------------------------------------
--------------------------------------------------------------------
2005 2004
--------------------------------------------------------------------

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

$ 458 $ 470
--------------------------------------------------------------------
--------------------------------------------------------------------


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

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



--------------------------------------------------------------------
--------------------------------------------------------------------
Pension Other
benefits benefits
--------------------------------------------------------------------

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

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


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



--------------------------------------------------------------------
--------------------------------------------------------------------
2005 2004
--------------------------------------------------------------------

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

$ 15,790 $ 16,280
--------------------------------------------------------------------
--------------------------------------------------------------------


14. Financial instruments:

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

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



--------------------------------------------------------------------
--------------------------------------------------------------------
2005 2004
-------------------- ---------------------
Carrying Fair Carrying Fair
value value value value
--------------------------------------------------------------------

Investment in Sherwood $ 180 $ 3,634 $ - $ 2,300
Other investments 134 974 134 1,730

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


15. Commitments and contingencies:

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

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

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

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

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

MIRAMAR MINING CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

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

OVERVIEW

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

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

Phase 1: Short-term: Development of a small scale, high return gold mine at Doris North to commence production as expeditiously as possible, with the objective of generating significant cash flow, after capital payback, to advance the subsequent phases while minimizing equity dilution. Doris North is anticipated to produce 155,000 ounces of gold per year for two years.

Phase 2: Medium-term: To extend and expand production levels by developing the higher grade, readily accessible upper portions of the Boston, Doris Central and Madrid deposits, with a target production level of approximately 250,000 to 300,000 ounces of gold per annum, generating sufficient cash flow to advance to phase three.

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

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

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

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

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

2005 Highlights

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

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

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

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

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

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

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

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

EARNINGS AND CASH FLOW

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

Selected Financial Data

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



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

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

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

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


OPERATIONS OVERVIEW

Revenue

Interest income for the twelve months in 2005 was $1.2 million compared to $1.6 million in the same period of 2004; interest was higher in 2004 because it included imputed interest on a note received for the sale of the Bluefish hydroelectric facility ("Bluefish"). Other income was $1.0 million for fiscal 2005 and includes management fees received from the Department of Indian and Northern Affairs ("DIAND") for services provided for the Giant Mine, a fee for services provided to Sherwood Copper Corporation and a gain on the sale of the option on the Back River mineral property. For the same period in 2004, other income was $3.1 million which included a gain on the utilization of power credits which were received as part of the sale of Bluefish. Power credits utilized in 2005 are credited to the cost of reclamation of the Con Mine which reduces the accrued asset retirement liability for the mine rather than being reported as other income. There are no significant amounts of gold sales revenue reported in 2005 due to termination of mining activity at Con Mine in December 2004; however, in the third quarter of 2005, the Company had revenue on 760 ounces of residual gold recovered and sold from the process plant in the period.

Operating Costs

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

Accounting for Exploration and Development Cost

Exploration expenditures related to mineral properties are deferred only if it is probable that these costs will be recovered from future operations. The carrying values of the mineral properties are assessed at the balance sheet date to determine whether any persuasive evidence exists that the properties may be permanently impaired. The Company's progress in its development activities towards its planned operations is a key factor to be considered as part of the ongoing assessment of the recoverability of the carrying amount of capital assets and deferred exploration and development costs. If there is persuasive evidence of impairment, the asset is written down to its estimated net recoverable value. Deferred acquisition, exploration and development expenditures totaled $170.9 million for Hope Bay at December 31, 2005.

Asset Retirement Obligation

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

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

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

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

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

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

Stock-based Compensation

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

EXPLORATION AND DEVELOPMENT ACTIVITIES

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

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

Drilling was focused within the Madrid system primarily around the Naartok deposit where 22,036 meters were drilled. Activity at Naartok focused on extending mineralization surrounding the wide, high grade interception of hole 05PMD328 which returned 66 meters grading 11.5 grams of gold per tonne. This hole was a 105 meter step out from a 2004 hole that intercepted 9.8 grams of gold per tonne over 64.2 meters and suggests potential for significant dimensions and thickness. The area of the Naartok resource continues to expand at depth and to the north and it is expected that as a result of 2005 drilling additional ounces will be added to the reported resource in 2006. Drilling within the upper portions of the Naartok East zone has improved continuity and tightened drill density and is also expected to have a positive impact on reported resources in 2006 as well as supporting the Phase 2 feasibility study.

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

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

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

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

CAPITAL PROGRAMS

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

FINANCING AND LIQUIDITY

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

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

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

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

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

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

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

Liabilities and Contingencies

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

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

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

Contractual Obligations

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



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

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


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

Off Balance Sheet Arrangements

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

OUTLOOK

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

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

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

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

RISKS AND UNCERTAINITIES

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

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

FORWARD-LOOKING STATEMENTS

Statements relating to exploration work at the Hope Bay project and the expected results of this work and strategies and plans for the development of the Hope Bay project, statements related to analyses of financial condition, future results of operations and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "satisfies", "potential", "goal", "objective", "prospective", "strategy", "target", and similar expressions, or that events or conditions "will", "would", "may", "can", "could" or "should" occur. Information inferred from the interpretation of drilling results and information concerning mineral resource estimates may also be deemed to be forward looking statements, as it constitutes a prediction of what might be found to be present when and if a project is actually developed. These forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: risks related to fluctuations in gold prices and currency exchange rates; uncertainties related to raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from weather, logistical, technical or other factors; the possibility that results of work will not fulfill expectations and realize the perceived potential of the Company's properties; uncertainties involved in the interpretation of drilling results and other tests and the estimation of gold reserves and resources; the possibility that required permits may not be obtained on a timely manner or at all; the possibility that capital and operating costs may be higher than currently estimated and may preclude commercial development or render operations uneconomic; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in the work program; the risk of environmental contamination or damage resulting from Miramar's operations, risks and uncertainties described under "Risks and Uncertainties" and elsewhere in the Management's Discussion and Analysis, and other risks and uncertainties, including those described in the Miramar's Annual Report on Form 40-F for the year ended December 31, 2005 and Reports on Form 6-K filed with the Securities and Exchange Commission.

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

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

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


Contact Information

  • Miramar Mining Corporation
    Anthony P. Walsh
    President & CEO
    (604) 985-2572 or Toll Free: 1-800-663-8780
    (604) 980-0731 (FAX)
    info@miramarmining.com