THIS VENTURE AGREEMENT (“Agreement”) is made and entered into effective as of October 13, 2004
(the “Effective Date”)
NEWMONT USA LIMITED, D/B/A NEWMONT MINING CORPORATION
a corporation incorporated under the laws of Delaware
1700 Lincoln Street
Denver, Colorado 80203
(hereinafter “ NEWMONT ”)
MIRANDA GOLD CORP.
a corporation incorporated under the laws of British Columbia, Canada
Suite 306 – 1140 Homer Street
Vancouver, BC V6B 2X6
(hereinafter “ MIRANDA GOLD” )
MIRANDA U.S.A., INC.
a corporation incorporated under the laws of Nevada
5900 Philoree Lane
Reno, Nevada 89511
(hereinafter “ MIRANDA USA” )
(MIRANDA GOLD and MIRANDA USA are hereinafter collectively referred to as “ COMPANY” )
A. COMPANY holds an interest in certain properties situated in Eureka County, Nevada which are described in
Exhibit A and are defined in Section 1 below.
B. NEWMONT wishes to participate with COMPANY in the further exploration, evaluation, and if justified, the
development and mining of mineral resources within the Properties, and COMPANY desires to grant such rights
NOW THEREFORE, in consideration of the covenants and terms contained herein, NEWMONT and
COMPANY agree as follows:
1 . DEFINITIONS . Cross-references in this Agreement to Articles, Sections, Subsections and Exhibits refer to
Articles, Sections, Subsections and Exhibits of this Agreement, unless specified otherwise.
“ Accounting Procedure ” means the procedure set forth in Exhibit C .
“ Affiliate ” of a Participant means an entity or person that Controls, is Controlled by, or is under common
Control with the Participant through direct or indirect ownership of greater than fifty percent (50%) of equity or
“ Agreement ” means this Venture Agreement, including any amendments and modifications hereof, and all
appendices, schedules and exhibits which are incorpo