Report of Foreign Issuer (6-k)

Share Name	Share Symbol	Market	Type
Minco Capital Corporation (QB)	USOTC:MGHCF	OTCMarkets	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	0.04	0.0322	0.046				0.00	15:26:09

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of: July 2015

Commission File Number 0-22617

Minco GOLD Corporation

(Registrant's name)

1055 West Georgia Street, Suite 2772

Vancouver, British Columbia, Canada V6E 3P3

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F þ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

All reference to dollar or $ is in Canadian dollars unless otherwise stated.

Minco Gold Corporation’s Financial Statements For the Six Months Ended June 30, 2014

A copy of Minco Gold Corporation’s Consolidated Interim Financial Statements for the six months ended June 30, 2014

Minco Gold Corporation’s Financial Statements For the Nine Months Ended September 30, 2014

A copy of Minco Gold Corporation’s Consolidated Interim Financial Statements for the nine months ended September 30, 2014

Exhibits

2.1

Minco Gold Corporation’s Consolidated Interim Financial Statements for the six months ended June 30, 2014

2.2

Management’s Discussion & Analysis for the six months ended June 30, 2014

2.3

Form 52-109F2 - Certification of Interim Filings for Chief Executive Officer and Chief Financial Officer

2.4

Minco Gold Corporation’s Consolidated Interim Financial Statements for the nine months ended September 30, 2014

2.5

Management’s Discussion & Analysis for the nine months ended September 30, 2014

2.6

Form 52-109F2 - Certification of Interim Filings for Chief Executive Officer and Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		MINCO GOLD CORPORATION

Date: July 22, 2015		/s/ Jennifer Trevitt
		Jennifer Trevitt
		Corporate Secretary

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Ken Cai, Chief Executive Officer of Minco Gold Corporation, certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Minco Gold Corporation (the “issuer”) for the interim period ended June 30, 2014.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2014 and ended on June 30, 2014 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 13, 2014

_______________________

Ken Cai

Chief Executive Officer

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Samson Siu, Interim Chief Financial Officer of Minco Silver Corporation, certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Minco Silver Corporation (the “issuer”) for the interim period ended June 30, 2014.

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Date: August 13, 2014

/s/ Samson Siu

Samson Siu

Interim Chief Financial Officer

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

NOTICE TO READER

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of condensed consolidated interim financial statements; they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of Minco Gold Corporation have been prepared by, and are the responsibility of, the Company’s management. The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting.

Minco Gold Corporation’s independent auditor has not performed a review of these condensed consolidated interim financial statements in accordance with standards established by the Canadian Institute of Chartered Professional Accountants for a review of condensed consolidated interim financial statements by an entity’s auditor.

Dr. Ken Cai Samson Siu, CPA, CA

President and CEO Interim Chief Financial Officer

Vancouver, Canada

August 13, 2014

Index

Page

Condensed Consolidated Interim Financial Statements		4 - 8

	Condensed Consolidated Interim Statements of Financial Position	4
	Condensed Consolidated Interim Statements of Loss	5
	Condensed Consolidated Interim Statements of Comprehensive Loss	6
	Condensed Consolidated Interim Statements of Changes in Equity	7
	Condensed Consolidated Interim Statements of Cash Flow	8



Notes to Condensed Consolidated Interim Financial Statements		9 – 22

1	General information and liquidity risk	9
2	Basis of preparation	9
3	Critical accounting estimates and judgments	10
4	Cash and cash equivalents	10
5	Mineral interests	11
6	Investment in Minco Silver Corporation	13
7	Gain on legal settlement	16
8	Non-controlling interest	17
9	Share capital	18
10	Related party transactions	20
11	Fair value measurements	21
12	Geographical information	22

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Statements of Financial Position

(Unaudited, expressed in Canadian dollars, unless otherwise stated)


	June 30,	December 31,
	2014	2013
Assets	$	$
Current assets
Cash and cash equivalents (note 4)	2,674,726	1,797,809
Receivables (note 7)	51,485	715,649
Due from related parties (note 10)	54,792	67,418
Prepaid expenses and deposits	69,730	67,423
Assets held for sale (note 5(c))	24,787	-
	2,875,520	2,648,299

Long-term deposit	51,277	51,277
Property, plant and equipment	122,799	177,943
Investment in Minco Silver (note 6)	11,000,000	13,368,836
	14,049,596	16,246,355
Liabilities
Current liabilities
Accounts payable and accrued liabilities	454,642	552,177
Advance from non-controlling interest (note 5(a))	166,217	167,920
Due to related party (note 10)	3,628,605	3,584,387
Liabilities held for sale (note 5 (c))	8,856	-
	4,258,320	4,304,484
Equity
Equity attributable to owners of the parent
Share capital (note 9(a))	41,875,472	41,758,037
Contributed surplus	9,106,602	8,933,012
Accumulated other comprehensive income	2,160,113	1,102,818
Deficit	(48,400,383)	(44,976,192)
	4,741,804	6,817,675
Non-controlling interests (note 8)	5,049,472	5,124,196
Total equity	9,791,276	11,941,871
	14,049,596	16,246,355

Approved by the Board of Directors

(Signed) Malcolm Clay Director (signed) Robert Callander Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Statements of Loss

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Three months ended June 30,				Six months ended June 30,
		2014	2013	2014	2013
		$	$	$	$
Exploration recovery (note 5)		-	(622,293)	-	(622,293)
Exploration costs (note 5)		236,981	241,109	506,868	512,664
		236,981	(381,184)	506,868	(109,629)
Administrative expenses
Accounting and audit		28,288	48,746	50,406	80,189
Amortization		17,731	17,422	36,127	32,416
Consulting		2,263	2,349	7,144	25,680
Directors' fees		13,000	12,749	31,000	25,749
Foreign exchange loss (gain)		(7,776)	9,084	(2,928)	13,732
Investor relations		9,678	20,999	19,207	75,131
Legal, regulatory and filing		27,075	44,835	60,884	83,307
Office and miscellaneous		83,897	72,830	207,859	196,332
Property investigation		18,557	29,264	38,482	60,961
Salaries and benefits		194,944	144,939	347,504	264,546
Share-based compensation (note 9(b))		99,685	325,271	222,025	639,365
Travel and transportation		13,882	18,758	31,294	31,585
		501,224	747,246	1,049,004	1,528,993
Operating loss		(738,205)	(366,062)	(1,555,872)	(1,419,364)
Gain on legal settlement (note 7)		-	-	-	801,395
Loss on partial disposal of investment in Minco Silver (note 6)		(399,536)	-	(399,536)	-
Loss on derecognition of investment in Minco Silver (note 6)		(1,647,446)	-	(1,647,446)	-
Unrealized loss on marketable securities		-	(2,100)	-	(1,470)
Finance income		5,321	29,902	6,340	95,452
Impairment of property, plant and equipment		(8,736)	-	(8,736)	-
Share of loss from equity investment in Minco Silver (note 6)		(39,352)	(153,515)	(94,626)	(293,627)
Dilution loss (note 6)		-	-	(78,177)	(291)
Net loss before tax for the period		(2,827,954)	(491,775)	(3,778,053)	(817,905)
Deferred income tax recovery		286,000	-	286,000	-
Net loss for the period		(2,541,954)	(491,775)	(3,492,053)	(817,905)
Net loss attributable to:
Shareholders of the Company		(2,519,526)	(826,767)	(3,424,191)	(1,136,923)
Non-controlling interest		(22,428)	334,992	(67,862)	319,018
		(2,541,954)	(491,775)	(3,492,053)	(817,905)
Loss per share:
Basic and diluted	(0.05)		(0.02)	(0.07)	(0.02)
Weighted average number of common shares outstanding
Basic and diluted	50,498,215		50,348,215	50,467,552	50,348,215

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Statements of Comprehensive Loss

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Three months ended June 30,			Six months ended June 30,
	2014	2013	2014	2013
	$	$	$	$
Net loss for the period	(2,541,954)	(491,775)	(3,492,053)	(817,905)
Other comprehensive income (loss)
Items that may be reclassified subsequently to profit or loss:
Unrealized gains on available-for-sale investment, net of tax (note 6)	1,914,000	-	1,914,000	-
Realized gain recycled to net loss (note 6)	(1,032,182)	-	(1,032,182)	-
Cumulative translation adjustment from Minco Silver investment	(43,027)	346,154	183,131	485,776
Exchange differences on translation from functional to presentation currency	(70,872)	103,565	(14,515)	94,422

Total comprehensive loss for the period	(1,774,035)	(42,056)	(2,441,619)	(237,707)
Comprehensive income (loss) attributable to:
Shareholders of the Company	(1,734,052)	(377,048)	(2,366,895)	(556,725)
Non-controlling interest	(39,983)	334,992	(74,724)	319,018
	(1,774,035)	(42,056)	(2,441,619)	(237,707)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Statements of Changes in Equity

For the six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)


	Attributable to equity owners of the Company
	Number of shares	Share capital	Contributed surplus	Accumulated other comprehensive income	Deficit	Subtotal	Non-controlling interest	Total equity
		$	$	$	$	$	$	$

Balance - January 1, 2013	50,348,215	41,758,037	7,939,681	173,246	(41,831,667)	8,039,297	2,425,368	10,464,665
Net income (loss) for the period	-	-	-	-	(1,136,923)	(1,136,923)	319,018	(817,905)
Contribution from non-controlling interest	-	-	-	-	-	-	2,573,910	2,573,910
Other comprehensive income	-	-	-	580,198	-	580,198	-	580,198
Share-based compensation	-	-	639,365	-	-	639,365	-	639,365
Balance – June 30, 2013	50,348,215	41,758,037	8,579,046	753,444	(42,968,590)	8,121,937	5,318,296	13,440,233

Balance - January 1, 2014	50,348,215	41,758,037	8,933,012	1,102,818	(44,976,192)	6,817,675	5,124,196	11,941,871

Net loss for the period	-	-	-	-	(3,424,191)	(3,424,191)	(67,862)	(3,492,053)
Other comprehensive income (loss)	-	-	-	1,057,295	-	1,057,295	(6,862)	1,050,433
Proceeds on issuance of shares from exercise of options	150,000	117,435	(48,435)	-	-	69,000	-	69,000
Share-based compensation	-	-	222,025	-	-	222,025	-	222,025
Balance – June 30, 2014	50,498,215	41,875,472	9,106,602	2,160,113	(48,400,383)	4,741,804	5,049,472	9,791,276

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Statements of Cash Flow

For the six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

	2014	2013
Cash flow provided by (used in)	$	$
Operating activities
Net loss for the period	(3,492,053)	(817,905)
Adjustments for:
Amortization	36,127	32,416
Equity loss on investment in Minco Silver	94,626	293,627
Dilution loss	78,177	291
Loss on partial disposal of investment in Minco Silver	1,647,446	-
Loss on derecognition of investment in Minco Silver	399,536	-
Deferred income tax recovery	(286,000)	-
Impairment on property, plant and equipment	8,736	-
Share-based compensation (note 9(b))	222,025	639,365
Foreign exchange loss (gain)	(2,230)	26,231
Gain from legal settlement	-	(801,395)
Unrealized loss on marketable securities	-	1,470
Changes in items of working capital:
Receivables	(36,744)	(28,206)
Due to/ from related parties (note 10)	56,346	(351,642)
Prepaid expenses and deposits	(2,464)	35,670
Accounts payable and accrued liabilities	(85,934)	(55,049)
Accounts payable for Changkeng permit	-	(4,711,920)
Net cash used in operating activities	(1,362,406)	(5,737,047)
Investing activities
Loan receivable	-	(1,641,900)
Proceeds from loan receivable (note 5(a))	-	1,641,900
Proceeds from legal settlement	720,095	801,395
Proceeds from partial disposal of investment in Minco Silver	1,500,000	-
Property, plant and equipment	(13,766)	(27,809)
Redemption of short-term investment	-	5,199,312
Net cash generated from investing activities	2,206,329	5,972,898
Financing activities
Proceeds from stock option exercises	69,000	-
Advanced from Minco Silver Corporation	-	600,000
Net cash generated from financing activities	69,000	600,000
Effect of exchange rate changes on cash and cash equivalents	(34,744)	52,161
Increase in cash and cash equivalents	878,179	888,012
Cash and cash equivalents - Beginning of period	1,797,809	263,054
Cash and cash equivalents - End of period	2,675,988	1,151,066
Less: cash and cash equivalents classified as held for sale	(1,262)	-
Cash and cash equivalent excluding assets classified as held for sale – End of period	2,674,726	1,151,066
Cash paid for income tax	-	-

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

General information and liquidity risk

Minco Gold Corporation (“Minco Gold” or the “Company”) was incorporated in 1982 under the laws of British Columbia, Canada as Cap Rock Energy Ltd. The Company changed its name to Minco Gold in 2007. The Company is an exploration stage enterprise engaged in exploration and evaluation of gold-dominant mineral properties and projects in China. The registered office of the Company is 2772 – 1055 West Georgia Street, British Columbia, Canada. The Company has listed its common shares on the Toronto Stock Exchange (“TSX”) under the symbol “MMM”, and the NYSE MKT under the symbol “MGH”.

As at June 30, 2014, Minco Gold owned a 18.45% (December 31, 2013 – 21.92%) equity interest in Minco Silver Corporation (“Minco Silver”).

The Company is an exploration company and therefore has no source of revenues. As such, during the six months ended June 30, 2014, the Company incurred a net loss of $3,492,053, had accumulated deficit of $48,400,383 and a working capital deficit of $1,382,800. The Company is exposed to liquidity risk, which is the risk that the Company may encounter difficulty in settling its commitments when due including the continued forbearance to the amounts due to Minco Silver. In managing this risk, management determined that the Company’s cash balance as at June 30, 2014 of $2,674,726 and the proceeds received from the Yuanling Minco Mining Ltd disposition (refer to note 5c) would be sufficient to meet its cash requirements for the Company’s administrative overhead and to maintain its mineral interest throughout the next twelve months.

Basis of preparation

The condensed consolidated interim financial statements include the accounts of Minco Gold, its wholly-owned Chinese subsidiaries Minco Mining (China) Corporation (“Minco China”), Yuanling Minco Mining Ltd. (“Yuanling Minco”), Tibet Minco Mining Co. Ltd. (“Tibet Minco”) and Huaihua Tiancheng Mining Ltd. (“Huaihua Tiancheng”); its wholly owned Hong Kong subsidiary Minco Resources Limited (“Minco Resources”) and its 51% interest in Guangdong Mingzhong Mining Co., Ltd. (“Mingzhong”).

Information about subsidiaries

Name	Principal activities (ownership interest)	Country of Incorporation
Minco China	Exploring and evaluating mineral properties (100%)	China
Yuanling Minco	Exploring and evaluating mineral properties (100%)	China
Tibet Minco	Exploring and evaluating mineral properties (100%)	China
Huaihua Tiancheng	Exploring and evaluating mineral properties (100%)	China
Minco Resources	Holding company (100%)	Hong Kong
Mingzhong	Exploring and evaluating mineral properties (51%)	China

( 9 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Basis of preparation (continued)

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

Minco China’s legal subsidiary, Foshan Minco Mining Co. Ltd. (“Foshan Minco”), is held in trust for Minco Silver. Minco Gold does not consolidate Foshan Minco as it does not control this entity. Minco China also holds certain other assets and exploration permits in trust for Foshan Minco. These assets are held for the exclusive benefit of Foshan Minco and have not been included in these condensed consolidated interim financial statements.

These financial statements were approved by the board of directors for issue on August 13, 2014.

These condensed consolidated interim financial statements have been prepared in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements including IAS 34, Interim Financial Reporting. The condensed consolidated interim financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2013, and our condensed consolidated interim financial statements for the three months ended March 31, 2014, which have been prepared in accordance with IFRS as issued by the IASB.

The accounting policies applied in these condensed consolidated interim financial statements are consistent with those applied in the preparation of the condensed consolidated interim financial statements for the three months ended March 31, 2014.

Critical accounting estimates and judgments

On April 22, 2014, the Company determined that we no longer held significant influence over Minco Silver, as we did not own more than 20% of Minco Silver’s outstanding common shares, and therefore, equity accounting for our investment in Minco Silver was no longer applicable. The Company and Minco Silver continues to have a board member and the CEO in common. The investment in Minco Silver was subsequently classified as available-for-sale financial asset.

Cash and cash equivalents

As at June 30, 2014, cash and cash equivalent consisted of a short-term deposit with a maturity date of seven days and that can be renewed automatically. The yield on the short-term deposit was 1.48%.

As at June 30, 2014, cash and cash equivalent of $1,822,529 (RMB 10,526,200) (December 31, 2013 - $1,545,792 (RMB 8,837,293)) remained in China. Under Chinese law, cash advanced to the Company’s Chinese subsidiaries as registered share capital is maintained in the subsidiaries’ registered capital bank account. Remittance of these funds back to Canada may require approvals by the relevant government authorities or designated banks in China or both.

( 10 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Mineral interests

a) Guangdong - Changkeng

Minco China and Tibet Minco, a wholly owned subsidiary of Minco China, are the controlling shareholders in Mingzhong with a 51% interest collectively.

Mingzhong signed an exploration permit transfer agreement with No. 757 Exploration Team of Guangdong Geological Bureau (“757 Exploration Team”) and on January 5, 2008, Mingzhong received the Changkeng exploration permit (the “Changkeng Exploration Permit”). This exploration permit expires on September 10, 2015.

To acquire the Changkeng Exploration Permit, Mingzhong was required to pay RMB 48 million ($8.15 million). As at December 31, 2008, the first payment for the Changkeng Exploration Permit to 757 Exploration Team was made in an amount of RMB 19 million ($3.22 million). The remaining balance of RMB 29 million ($4.92 million) was settled in May 2013. According to a Supplementary Agreement signed between 757 Exploration Team and Mingzhong, 757 Exploration Team agreed to refund RMB 3.8 million ($0.6 million) to Mingzhong for certain exploration costs incurred during the early stages of the Changkeng project. The refunded amount was recorded as an exploration cost recovery during the year ended December 31, 2013.

On July 31, 2013, Mingzhong paid RMB 1.03 million ($0.2 million) to 757 Exploration Team for the completed hydro-geological program on the Changkeng Gold Project.

On April 18, 2013, Minco China and 757 Exploration Team entered into a loan agreement in which Minco China agreed to loan RMB 10 million ($1,641,900) with annual interest rate of 6% to 757 Exploration Team for a two month period ending June 18, 2013. The loan was repaid on May 29, 2013 and the Company recorded RMB 65,753 ($10,919) of interest income during the year ended December 31, 2013.

On May 16, 2013, Mingzhong completed the process to increase its registered capital by RMB 32 million ($5.1 million). As a result, the RMB 15.7 million ($2.5 million) advances from non-controlling interest were derecognized and recorded as a contribution from non-controlling interest.

As at June 30, 2014, the Company received funds of RMB 960,000 ($166,216) (December 31, 2013 – RMB 960,000 ($167,920)) from two minority shareholders of Mingzhong and are classified as a current liability, pending approval of capital injection from the remaining non-controlling interest shareholders.

Pursuant to the terms of an agreement with Minco Silver, the Company has assigned its right to earn a 51% interest in the Changkeng Silver Mineralization to Minco Silver. As a result, Minco Silver is responsible for 51% of the total costs in relation to the Changkeng Silver Mineralization.

b) Gansu - Longnan

Minco China holds ten exploration permits in the Longnan region of south Gansu province in China. The Longnan region is within the southwest Qinling gold field.

The Longnan project has been divided into three sub-projects according to their geographic distribution, type and potential of mineralization:

( 11 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Mineral interests (continued)

i) Yangshan: including five exploration permits located in the northeast extension of the Yangshan gold belt and its adjacent area;

ii) Yejiaba: including four exploration permits adjacent to the Guojiagou exploration permit; and

iii) Xicheng East: including one exploration permit to the east extension of the Xicheng Pb-Zn mineralization belt.

The Company has spent a cumulative total of $11.2 million of exploration costs on the Longnan region as at June 30, 2014 (December 31, 2013 - $10.8 million).

On December 13, 2013, Minco China entered into an agreement with Gansu Yuandong Investment Co., Ltd (“YDIC”) in which the Company agreed to sell two exploration permits in the Xicheng East and Yejiaba area to YDIC for RMB 0.8 million ($140,000). The process of transferring the titles to the two permits to YDIC was pending approval by Gansu province and the proceeds were not received as at June 30, 2014.

c) Hunan - Gold Bull Mountain

Yuanling Minco’s wholly owned subsidiary Huaihua Tiancheng owns the Gold Bull Mountain exploration permit, which was renewed for a two-year period ending on June 28, 2015.

On June 28, 2014, Minco China entered into a sale agreement to dispose of its interest in Yuanling Minco for RMB 7 million ($1.2 million).

The buyer will make the following payments to Minco China:

i) 30% of the selling price within 7 days from the date of signing this agreement (received subsequent to quarter end);

ii) 55% of the selling price prior to the formal transfer request being submitted to the governing authorities; and

iii) 15% upon completing the transfer and obtaining all governing authorities’ approval.

As at June 30, 2014, the process of transferring the titles of Yuanling Minco and the completion of the transaction was pending approval by governing authorities and the assets and liabilities have been presented as held for sale on the condensed consolidated interim statements of financial position.

d) Guangdong - Sihui

Minco China holds an exploration permit in Guangdong Sihui in China. The permit expires on February 3, 2015.

The Company continues its efforts to dispose of its non-core assets in China, including the Changkeng project, and some of the projects in the Longnan region.

( 12 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Mineral interests (continued)

The following is a summary of exploration costs (net of recovery) incurred by the Company:

	Three months ended June 30,		Six months ended June 30,		Accumulative to June 30,
Currently active properties:	2014	2013	2014	2013	2014
	$	$	$	$	$
Gansu
- Longnan	197,560	237,049	371,213	482,342	11,217,459
Guangdong
- Changkeng	25,031	(626,765)	109,696	(606,272)	8,027,963
Hunan
- Gold Bull Mountain	14,390	8,532	25,433	12,657	2,261,674
Guangdong
- Sihui	-	-	526	1,644	4,999

Total	236,981	(381,184)	506,868	(109,629)	21,512,095

Investment in Minco Silver Corporation

	June 30, 2014	December 31, 2013
	$	$
Investment in associate	-	13,368,836
Available-for-sale investment	11,000,000	-
	11,000,000	13,368,836

Investment in associate

On April 22, 2014, the Company sold 2,000,000 common shares of Minco Silver for cash proceeds of $1,500,000 which decreased the Company’s equity interest in Minco Silver from 21.81% to 18.45%. As a result of this transaction, the Company recognized a loss on partial disposition of its investment in Minco Silver of $558,333 and a resulting reduction in the carrying value of the investment in associate of $2,058,333. Upon the sale of the 2,000,000 common shares of Minco Silver, the Company reclassified a gain of $158,797 for items previously recognized in the other comprehensive income related to the investment in Minco Silver resulting in a net loss on partial disposition of its investment in Minco Silver of $399,536.

( 13 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Investment in Minco Silver Corporation (continued)

On April 22, 2014, the Company concluded that it no longer had significant influence over Minco Silver, as we did not own more than 20% of Minco Silver’s outstanding common shares, and therefore, equity accounting for our investment in Minco Silver was no longer applicable. This resulted in the derecognition of the carrying value of our investment in associate and the recognition of our shareholding at fair value as an available-for-sale financial asset. The fair value of the shares upon initial recognition was $8,800,000. The difference between the carrying value of the investment and the fair value of the shares on April 22, 2014 was recorded in the condensed consolidated interim statements of loss, resulting in a loss of $2,520,831. Upon the loss of significant influence of Minco Silver, the Company reclassified a gain of $873,385 for items previously recognized in the other comprehensive income related to the investment in Minco Silver resulting in a net loss on derecognition of investment in Minco Silver of $1,647,446. Subsequent changes in fair value after April 22, 2014 are recognized in other comprehensive income (loss).

As at June 30, 2014, the Company owns 11,000,000 common shares of Minco Silver (December 31, 2013 - 13,000,000 common shares) that were acquired in 2004 in exchange for the transfer of the Fuwan property and the silver interest in the Changkeng property.


	2014		2013
	$		$
Equity investment in Minco Silver as at January 1,		13,368,836	13,375,407

Dilution loss		(78,177)	(77,414)
Equity loss		(94,626)	(656,132)
Cumulative translation adjustment		183,131	726,975
Partial disposition		(2,058,333)	-
Derecognition of investments in associates		(11,320,831)	-
Equity investment in Minco Silver as at June 30, 2014 and December 31, 2013		-	13,368,836

( 14 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Investment in Minco Silver Corporation (continued)

The following is a summary of Minco Silver’s balance sheet and reconciliation to carrying amounts for the period end in which the Company had significant influence:

	June 30,	December 31,
	2014	2013
	$	$
Current assets	-	64,856,555
Mineral interests	-	27,369,966
Property, plant and equipment	-	483,281
Current liabilities	-	523,984
Shareholders' equity	-	92,185,818

Reconciliation to carrying amounts:

Minco Gold’s share in percentage	-	21.91%
Minco Gold’s share in $	-	20,197,913
Differences between Minco Gold’s share and carrying value	-	(6,829,077)
Carrying value of investment in associate	-	13,368,836
Market value of Minco Silver shares	-	9,100,000

The following is a summary of Minco Silver’s income statement during the period on which the Company had significant influence:


	For the period April 1 to April 22, 2014	Three months ended June 30, 2013	For the period January 1 to April 22, 2014	Six months ended June 30, 2013
	$	$	$	$
Administrative expenses	253,488	828,943	694,876	1,672,784
Net loss for the period	(180,439)	(697,162)	(433,288)	(1,333,457)
Other comprehensive income (loss) for the period	(197,266)	1,571,999	837,286	2,206,070
Comprehensive income (loss) for the period	(377,705)	874,837	403,998	872,613

( 15 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Investment in Minco Silver Corporation (continued)

Available-for-sale investment

The available-for-sale investment represents the Company’s equity investment in Minco Silver. On April 22, 2014, the Company no longer had significant influence over Minco Silver and therefore ceased accounting for this investment on an equity basis and reclassified it to available-for-sale. The fair market value of the available-for-sale investment on initial recognition was $8,800,000, based on the quoted market price for the underlying security. During the three and six months ended June 30, 2014, the Company has recognized unrealized gains of $2,200,000 and a corresponding deferred income tax expense of $286,000 in the Condensed Consolidated Interim Statements of Comprehensive Loss. As at June 30, 2014, the fair market value of the available-for-sale investment was $11,000,000, based on the quoted market price of $1 per share of Minco Silver.

Gain on legal settlement

On December 16, 2010, Minco China entered into an agreement with the 208 Team, a subsidiary of China National Nuclear Corporation, to acquire a 51% equity interest in the Tugurige Gold Project located in Inner Mongolia, China (the “Agreement”). The 208 Team did not comply with certain of its obligations under the Agreement, including its obligation to set up a new entity (the “JV Co”) and the transfer of its 100% interest in the Tugurige Gold Project to the JV Co. As a result, Minco China commenced legal action in China seeking compensation.

On March 25, 2013, Minco China settled its claim against the 208 Team relating to the Agreement for an amount of RMB 14 million ($2.4 million). Minco China received RMB 5 million ($801,395) during 2013 and recognized a receivable of RMB 4 million ($699,688) as at December 31, 2013. Minco China recognized a gain on the legal settlement, net of accrued legal fees of RMB 900,000 ($157,425) during the year ended December 31, 2013.

The Company received RMB 4 million ($720,095) in January 2014. As at June 30, 2014, the remaining RMB 5 million ($865,711) balance due under the legal settlement was not recognized due to the uncertainty of collectability. In the event of non-payment of the final settlement amount, Minco China has reserved the right to take further legal action.

( 16 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Non-controlling interest

Below is summarized financial information for Mingzhong, the Company’s 51% owned indirect subsidiary. The amounts disclosed are based on those included in the condensed consolidated interim financial statement before inter-company eliminations.

Summarized statement for financial position

	June 30,	December 31,
	2014	2013
	$	$
NCI percentage	49%	49%
Current assets	1,036,275	831,269
Current liabilities	(974,083)	(636,694)
	62,192	194,575
Non-current asset	37,696	42,126
Net assets	99,888	236,701
Accumulated non-controlling interests	5,049,472	5,124,195

Summarized income statement

For the period ended	June 30,	June 30,
	2014	2013
	$	$
Net income (loss)	(138,493)	651,058
Other comprehensive loss	(14,002)	-
Total comprehensive income (loss)	(152,495)	651,058
Income (loss) allocated to NCI	(74,724)	319,018

Summarized cash flows

For the period ended	June 30,	June 30,
	2014	2013
	$	$
Cash flows from operating activities	(121,104)	(4,463,995)
Cash flows from investing activities	-	5,199,312
Cash flows from financing activities	342,531	-
Effect of exchange rate changes on cash	(14,850)	36,628

( 17 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Share capital

Common shares and contributed surplus

Authorized

100,000,000 common shares without par value

Stock options

Minco Gold may grant options to its directors, officers, employees and consultants under its stock option plan (the “Stock Option Plan”). The Company’s board of directors grants such options for periods of up to five years, with vesting periods determined at its sole discretion and at prices equal to or greater than the closing market price on the day preceding the date the options are granted. These options are equity settled.

During the six months ended June 30, 2014, the Company granted stock options for 1,270,000 common shares to various employees, consultants and directors at a weighted exercise price of $0.26 per common share that vest over an 18-month period from the issuance date.

The maximum number of common shares reserved for issuance under the Stock Option Plan is 15% of the issued and outstanding common shares of the Company.

The Company recorded $99,685 and $222,025 in stock-based compensation expense for the three and six months period ended June 30, 2014 respectively (June 30, 2013 - $325,271 and $639,365).

A summary of the options outstanding is as follows:

	Number outstanding		Weighted average exercise price
			$
Balance, January 1, 2013		5,650,667	1.11

Granted		2,200,000	0.45
Forfeited		(587,500)	0.93
Cancelled		(270,000)	2.14
Expired		(140,000)	1.44

Balance, December 31, 2013		6,853,167	0.86

Granted		1,270,000	0.26
Forfeited		(382,000)	1.29
Exercised		(150,000)	0.46
Expired		(660,000)	0.48

Balance, June 30, 2014		6,931,167	0.77

( 18 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Share capital (continued)

	Options outstanding					Options exercisable

Range of exercise prices		Number outstanding	Weighted average remaining contractual life (years)	Weighted average exercise price	Number exercisable		Weighted average exercise price
$				$			$
0.26 – 0.45		1,385,000	4.42	0.27	133,333		0.36
0.46 – 0.54		2,665,000	3.49	0.46	2,125,002		0.46
0.55 – 0.93		1,656,667	2.68	0.68	1,656,667		0.68
0.94 – 2.59		1,224,500	1.55	2.16	1,224,500		2.16
		6,931,167	3.14	0.77	5,139,502		0.93

The weighted average share price on the day options were exercised was $0.57 (2013 - $Nil). As at June 30, 2014, there was $81,891 (December 31, 2013 - $102,083) of total unrecognized compensation cost relating to unvested stock options.

The Company used the Black-Scholes option pricing model to determine the fair value of the options with the following assumptions:

	2014	2013

Risk-free interest rate	1.27% - 1.68%	1.40% - 1.66%
Dividend yield	0%	0%
Volatility	87% - 88%	86% - 91%
Forfeiture rate	23%	25%
Estimated expected lives	5 years	5 years

Option pricing models require the use of subjective estimates and assumptions including the expected stock price volatility. The stock price volatility is calculated based on the Company’s historical volatility. Changes in the underlying assumptions can materially affect the fair value estimates.

( 19 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

10.

Related party transactions

Shared office expenses

Minco Silver and Minco Gold share offices and certain administrative expenses in Beijing and Minco Silver, Minco Base Metals Corporation (“MBM”) and Minco Gold share offices and certain administrative expenses in Vancouver.

At June 30, 2014, the Company has $3,628,605 due to Minco Silver (December 31, 2013 - $3,584,387) and consisted of the following:

Amount due from Foshan Minco as at June 30, 2014 of $26,760 (December 31, 2013 - $15,847), representing the expenditures incurred by Minco China on behalf of Foshan Minco and shared office expenses.

Amount due to Minco Silver as at June 30, 2014 of $3,655,365 (December 31, 2013 – $3,600,234) representing funds advanced from Minco Silver to Minco Gold to support its operating activities in Canada net of shared head office expenses.

The amounts due are unsecured, non-interest bearing and payable on demand.

At June 30, 2014, the Company has $54,792 due from MBM (December 31, 2013 - $67,418), in relation to shared office expenses. The Company is related to MBM through significant influence of one common director and common management.

The amounts due are unsecured, non-interest bearing and payable on demand.

Funding of Foshan Minco

Minco Silver cannot invest directly in Foshan Minco as Foshan Minco is legally owned by Minco China. All funding supplied by Minco Silver for exploration of the Fuwan Project must first go through Minco China via the Company and Minco Resources to comply with Chinese Law. In the normal course of business Minco Silver uses trust agreements when providing cash, denominated in US dollars, to Minco China via the Company and Minco Resources for the purpose of increasing the registered capital of Foshan Minco. Minco China is a registered entity in China however it is classified as being a wholly foreign owned entity and therefore can receive foreign investment. Foshan Minco is a Chinese company with registered capital denominated in RMB and therefore can only receive domestic investment from Minco China. Increases to the registered capital of Foshan Minco must be denominated in RMB.

On August 12, 2011, the Company, Minco Gold and Minco China, entered into a trust agreement in which Minco Gold and Minco China confirmed that they received US$10 million from Minco Silver and Minco China was required to exchange these US dollar funds into RMB in order to increase Foshan Minco’s registered share capital. As at December 31, 2013, all the funds were transferred from Minco China to Minco Yinyuan and Foshan Minco, and this trust agreement was effectively settled.

( 20 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

10.

Related party transactions (continued)

In 2013, Minco Silver advanced US$20 million to Minco China via the Company and Minco Resources in accordance with a trust agreement signed on April 30, 2013, in which Minco Silver agreed to advance US$20 million to Minco China to increase Foshan Minco’s registered share capital. As at June 30, 2014, Minco China held the US $11,221,907 ($11,974,731) (December 31, 2013 – US $12,526,138 ($13,399,210)) and RMB 39,435 ($6,828) (December 31, 2013 – RMB 14,613,570 ($2,556,161)) in trust for Minco Silver.

Key management compensation

Key management includes the Company’s directors and senior management. This compensation is included in exploration costs, and administrative expenses.

For the three and six months period ended June 30, 2014 and 2013, the following compensation was paid to key management.


Three months ended June 30,			Six months ended June 30
	2014	2013	2014	2013
	$	$	$	$
Cash remuneration	94,202	80,249	156,452	159,495
Share-based compensation	68,533	236,379	156,153	483,252
Total	162,735	316,628	312,605	642,747

The above transactions were conducted in the normal course of business.

11.

Fair value measurements

It is required that the classification of fair value measurements use a fair value hierarchy that reflects the significance of the inputs used in making the measurements, including the following levels:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The equity investment in Minco Silver is measured at fair value based on quoted market price. Accordingly, these items are included in Level 1 of the fair value hierarchy.

Financial instruments that are not measured at fair value on the balance sheet are represented by cash and cash equivalents, due from related parties, receivables, accounts payable, advance from non-controlling interest and due to related party. The fair values of these financial instruments approximate their carrying values due to their short term nature.

( 21 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

12.

Geographical information

The Company’s business of exploration and development of mineral interests is considered as operating in one segment. The geographical division of the Company’s non current assets is as follows:

Non-current assets by geography	June 30, 2014
	Canada	China		Total
	$	$		$
Non-current assets	76,528	97,548	174,076

		December 31, 2013
	Canada		China		Total
	$		$		$
Non-current assets	71,048		158,172	229,220

Minco GOLD Corporation

Management’s Discussion and Analysis

For the three and six months ended June 30, 2014

This Management’s Discussion and Analysis (“MD&A”) of Minco Gold Corporation (“we”, “our”, “us”, “Minco Gold” or the “Company”) has been prepared on the basis of available information up to August 13, 2014, should be read in conjunction with the unaudited condensed consolidated interim financial statements and notes thereto prepared by management for the three and six months ended June 30, 2014 and the audited consolidated financial statements and related notes for the year ended December 31, 2013. The Company’s condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. All references to "$" and "dollars" are to Canadian dollars, all references to “US$” are United States dollars and all references to "RMB" are to Chinese Renminbi.

Additional information, including the audited consolidated financial statements for the year ended December 31, 2013, and the MD&A and annual report on Form 20-F for the same period, is available under the Company's profile on SEDAR at www.sedar.com. The Company’s audit committee reviews the condensed consolidated interim financial statements and MD&A, and recommends approval to the Company’s board of directors.

Minco Gold (TSX: MMM/NYSE MKT: MGH/FSE: MI5) was incorporated in 1982 under the laws of British Columbia, Canada as Caprock Energy Ltd. The Company changed its name to Minco Gold in 2007. The principal business activities of the Company include the acquisition, exploration and development of gold properties.

The Company’s subsidiaries are as follows:

Our wholly-owned subsidiaries include: Minco Mining (China) Co., Ltd. (“Minco China”), Yuanling Minco Mining Ltd (“Yuanling Minco”)., Huaihua Tiancheng Mining Ltd. (“Huaihua Tiancheng), Minco Resource Limited.

The Company, through Minco China, established Tibet Minco on January 29, 2013 for the purpose of potential future transactions.

The Company, indirectly through Minco China and Tibet Minco, owns a 51% interest in a company formed and known as Guangdong Mingzhong Mining Co., Ltd. (“Mingzhong”), which holds the Changkeng Gold property and the Changkeng Exploration Permit.

As at June 30, 2014, the Company owned a 18.45% equity interest in Minco Silver Corporation ("Minco Silver"), a publicly traded company listed on the Toronto Stock Exchange, which through its subsidiary holds title to the Fuwan Silver Project located in Guangdong Province, P.R China.

As at the date of this MD&A, the Company had 50,498,215 common shares and 6,581,167 stock options outstanding, for a total of 57,079,382 common shares outstanding, on a fully diluted basis.

Table of Contents

Highlights for the Period

Projects and Equity Investment in Minco Silver

Results of Operations

Summary of Quarterly Results

Liquidity and Capital Resource

Off – Balance Sheet Arrangements

Transactions with Related Parties

Critical Accounting Estimates

Adoption of New Accounting Standard

( 1 )

10.

Financial Instruments

11.

Risk Factors and Uncertainties

12.

Disclosure Controls and Procedures and Internal Controls over Financing Reporting

13.

Cautionary Statement on Forward Looking Information

Highlights for the Period

During the six months ended June 30, 2014, the Company has compiled and analyzed the exploration data from last year’s exploration program on the Baimashi area of the Yejiaba project, which is located in the Wudu district of Gansu Province, China. Six drilling targets have been identified, and the Company started the drilling program in early July 2014 on the Baimashi area.

During the six months ended June 30, 2014, Mingzhong started a metallurgical test on the Changkeng Gold project.

On April 22, 2014, the Company sold 2,000,000 shares of Minco Silver for the cash proceeds of $1,500,000. As a result of this transaction, the Company recognized a loss on partial disposition of its investment in Minco Silver of $399,536. Upon disposition of the 2,000,000 shares, the Company concluded that it no longer had significant influence over Minco Silver, as we did not own more than 20% of Minco Silver’s outstanding common shares, and therefore, equity accounting was no longer applicable resulting in a loss on derecognition of investment in Minco Silver of $1,647,446. The investment in Minco Silver was subsequently classified as available-for-sale financial asset.

In its continuing efforts to dispose of its non-core assets, Minco China entered into a sale agreement on June 28, 2014 to dispose of its interest in Yuanling Minco for RMB 7 million ($1.2 million). Yuanling Minco’s wholly owned subsidiary Huaihua Tiancheng owns the Gold Bull Mountain exploration permit. As at June 30, 2014, the process of transferring the titles of Yuanling Minco was pending approval by governing authorities and the assets and liabilities have been presented as held for sale on the condensed interim statements of financial position.

Projects and Equity Investment in Minco Silver

The following is a brief discussion of the properties that Minco Gold holds through its subsidiaries and its equity investment in the Fuwan Silver Project of Minco Silver. Information of a technical or scientific nature respecting the Company's mineral properties ("Technical Information") is primarily derived from the documents referenced herein. Technical Information which appears in this MD&A has been reviewed and approved by Thomas Wayne Spilsbury, an independent director of Minco Silver, in which the Company owned a 18.45% equity interest as at June 30, 2014. Mr. Spilsbury is a Member of the Association of Professional Engineers and Geoscientists of British Columbia (P Geo), a Member of the Australian Institute of Geoscientists and a Fellow of the Australasian Institute of Mining and Metallurgy CP (Geo) and is a "qualified person", as defined in NI 43-101. The Company operates quality assurance and quality control of sampling and analytical procedures.

All sample length information that follows refers to reported sample length; the lengths reported may not necessarily represent true thickness of the mineralization.

2.1

Longnan Projects

The following is a brief description of the Company's Longnan Properties. Technical Information respecting the Company's Yejiaba Project appearing in this MD&A has been primarily derived from the NI 43-101 compliant technical report entitled "Independent Technical Report on the Yejiaba Gold-Polymetallic Project Gansu Province, P.R. China", dated effective April 29, 2012 and prepared by Calvin R. Herron, P. Geo Ontario, a consultant to the Company and a qualified person for NI 43-101, available on SEDAR at www.sedar.com. Readers should refer to the aforementioned technical report for more information.

( 2 )

Exploration Activities - Longnan Region Projects

The Company’s wholly-owned subsidiary, Minco China, held ten exploration permits in the Longnan region in the south of Gansu Province in China. The Longnan region is within the southwest Qinling gold field. The Longnan region consists of three projects according to their geographic distribution, type and potential of mineralization.

Yejiaba:

Includes four exploration permits along a regional structural belt parallel to the Yangshan gold belt. The potential in this area is for polymetallic mineralization (gold-silver-iron-lead-zinc). The Company completed the NI 43-101 compliant technical report (refer to above) on Yejiaba Project, which is available on SEDAR.

Yangshan:

Includes five exploration permits located in the northeast extension of the Yangshan gold belt and its adjacent area.

Xicheng East: Includes one exploration permit for the east extension of the Xicheng Pb-Zn mineralization belt. The potential in this area is for polymetallic mineralization (gold-silver-lead-zinc).

Yejiaba Project

The Yejiaba Project is located along the collisional boundary separating the Huabei and Yangtze Precambrian cratons. This major E-W trending collision zone has localized a number of large gold and polymetallic deposits within a geologic province that is often referred to as the Qinling Orogenic Belt. Gold and polymetallic mineralization on the Company’s lease package is generally hosted in Silurian-Devonian, thin-bedded limestone interbedded with phyllite. Mineralization is associated with shears and quartz veins, with higher grades typically found along sheared contacts separating massive limestone from the thin-bedded limestone and phyllite unit. Granite porphyry and quartz diorite dykes tend to be spatially associated with mineralization. Alteration accompanying mineralization consists of weak silicification and pyritization with carbonate veining and secondary carbon. Small quartz veinlets are noted in several places. Associated metals consist of silver, lead, antimony and arsenic.

Semi-regional geochemical anomalies were first delineated by the Company in 2005, extending 10 km along a hydrothermally altered zone that follows a NE trending thrust and regional unconformity.

Subsequent work between 2006 and 2012 has included traverse-line investigations, soil sampling, geologic mapping, geophysical surveys (ground magnetic and IP), trenching and drilling.

To date several targets have been identified and tested including: Shanjinba (Zone 1 and 2), Yaoshang, Fujiawan, Baimashi, Bailuyao, Baojia and Paziba.

The Company engaged an independent consultant to conduct a detailed review of the Yejiaba Project in April 2013, in particular to focus on the Baimashi North and East Targets. The sample work performed on the Yejiaba project during 2013 consisted of 912 rock chip samples, 818 soil samples, 41 stream sediment samples and 339 trench channels. The detailed results at the Baimashi North and East Targets are described in the sections below.

The Company started a drilling program on its Baimashi North Target in early July 2014. The drilling program, consisting of 1,200 meters core drilling in 6 holes, is designed to test a target area of roughly 1,200 meters long and 600 meters wide.

Sampling and assaying

The channel samples taken in the trenches are generally 10 cm wide; 5 cm deep, lengths are typically 1m but can be slightly longer or shorter to match geological boundaries. Only significant channel sample results are reported below, where composited gold grades are over 0.50 g/t. Reported composites may comprise individual samples with gold assays lower than 0.5g/t if it is deemed that the geology and mineralization is continuous over the interval. Channel sample intervals may not necessarily represent true thickness of the mineralization.

Sample preparation was performed by independent laboratory SGS-Tianjin, at their laboratory in Xian (PRC). Pulps are then analyzed at the SGS-Tianjin assay facility in Tianjin. Sample QAQC methods consisted of insertion of blank and duplicates in the field (one in twenty samples), while SGS-Tianjin inserted analytical duplicates and reference standards into the sample stream at their laboratory.

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Baimashi Target

The Baimashi gold-antimony mineralization was discovered on the boundary between Weiziping-Baimashi and Shajinba-Yangjiagou permits and includes the Baimashi North Target that was identified in 2013, located approximately 1Km north of the Baimashi Target; and the Baimashi East Target.

During 2013, the samples in Table 1 were collected within the Baimashi North and East Target. Out of total samples, 118 trench, 75 soil and 37 rock samples were collected from Baimashi East, but the results of these samples demonstrated the gold values in the Baimashi East are tightly confined to narrow structure and thereby effectively diminished the target’s size and significance. The Company has no further exploration planned on this target.

All of the exploration to date conducted during 2013 indicates the Baimashi North Target is the only target with good potential to host a substantial bulk tonnage gold deposit.

Table 1. Summary of sample types collected within the Baimashi Targets
	# of Samples	Gold Range (ppm)	Average Au (ppm)
Rock Chip	912	<0.005 – 47.115	0.729
Soil	818	<0.005 – 3.968	0.055
Trench Channels	339	<0.005 – 14.250	0.190
Stream Sediment	41	<0.005 – 0.226	0.015

Baimashi North Target

Gold Mineralization Observed within the Baimashi North Target

The Rock Gold Zone shown in Figure 1 represents the distribution of rock chip gold values exceeding 0.100ppm, and the zone boundaries were defined by combining the rock chip and soil sample results together with the structural data. The gold-in-soil distribution fairly represents the gold zone.

Figure1. Outline of Baimashi North Gold Mineralization Zone relative to soil samples results

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In Figure 2, the same Rock Gold Zone is shown relative to the distribution of rock chip sample results together with the mapped mineralized structures (shears, veins, dikes). Here again, the sample data fits well within the zone boundaries, which suggests that the soil sample values generally do a fair job of reflecting the rock sample data. The dominantly northeast-trending Rock Gold Mineralization Zone is approximately 1,200m long by 600m wide. It measures 317,000m2 in plain view and is open to the north. The Baimashi North Target certainly possesses sufficient size for hosting a large gold deposit but will need sufficient gold grade as well

Figure 2. Outline of Baimashi North Gold Mineralization Zone relative to rock chip results and mineralized structures.

Samples collected within the Baimashi North Target

Following the encouraging results found in the third quarter of 2013 described below, a total of 589 soil samples and 39 rock samples were collected within this target during the fourth quarter of 2013. The soil sample results show a gold range from 0.005 to 3.968 ppm (refer to Table 1).

During the year ended December 31, 2013, 247 rock chip samples, 125 soil samples and 41 stream sediment samples within Baimashi North Target were collected.

The 247 rock samples collected within the Rock Gold Mineralization Zone run from 0.005 to 47.115ppm Au and average 1.49ppm, which is a potentially economic grade for an open-pit operation if this grade can be maintained. A rough analysis of the rock sample data is presented in Table 2, where we see a high percentage of samples (39%) carrying gold values exceeding 0.5 g/t, while 68% run in excess of 0.1 g/t. Six samples included in the >3.0 ppm Au category in Table 2 exceed 10ppm Au. If these six high-grade samples are taken out, the overall average grade drops to 1.00ppm, which illustrates the weight carried by high-grade numbers in this zone.

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Table 2. Summary of rock chip sample results (excludes dumps).
Sample Ranges	Number of Samples	% of Total Samples	Average Au (ppm)	Average As (ppm)	Average Sb (ppm)
>3.0 ppm Au	22	8	8.391	4292	99
1.0-3.0 ppm Au	48	17	1.764	2358	66
0.5-1.0 ppm Au	41	14	0.691	1797	54
0.1-0.5 ppm Au	83	29	0.276	1340	25
<0.1 ppm Au	94	32	0.027	241	8

The overall gold grade distribution is summarized in Table 3. This is obviously a low grade system, and the amount of high grade found within the low-grade blanket will determine whether or not this target can be economical.

Table 3. Distribution of gold grades in 247 rock samples collected at Baimashi North Target
Grade Range (ppm Au)	<0.1	0.1 -- 0.5	0.5 -- 2	2 -- 4	4 -- 6	6 -- 8	>8
% of Total	18	32	33	9.3	3.2	1.6	2.4

The rock samples collected within this zone tested a variety of geologic features and they can be grouped into vein/fault, dike-related, and altered rock types. The carbonate veins and altered faults usually range from 0.1m to1.0m wide, and the sampling often includes some of the surrounding low-grade wallrock. Altered dikes and dike margins were also sampled as a separate rock type, as were several zones of altered phyllitic limestone (the “altered rock type”) hosting stockwork-type carbonate veinlets.

Averaged Au-As sample results for these three rock groups are compared in Table 4. Based on the As:Au ratios, arsenic values look to be following the intrusive dikes and sills, which suggests a congenetic relationship between the intrusive plumbing and Au-As mineralization. In contrast, the lower As:Au ratio seen in the vein/fault type is attributed to post-intrusion mineralization in younger, more dilatant zones.

Table 4. Comparison of Au-As mineralization in major sample types at Baimashi North Target
Sample Type	Ave. Au (ppm)	Ave. As (ppm)	As/Au Ratio
V: Vein/Fault type	2.190	2185	997
D: Dike related	0.951	1726	1815
R: Altered rock type	0.958	1325	1383

Yangshan and Xicheng East

During three and six months ended June 30, 2014, the Company did not conduct any exploration activities on these two projects except for maintaining the exploration permits in respect of the projects.

On December 13, 2013, Minco China entered into an agreement with YDIC pursuant to which the Company agreed to sell two exploration permits in the Xicheng East and Yejiaba area to YDIC for RMB 0.8 million ($140,000). The process of transferring the titles of the two permits to YDIC was not completed as at June 30, 2014 due to the pending approval by Gansu province.

2.2

Changkeng Gold Project

The following is a discussion of the Company's Changkeng Gold Project. Technical Information respecting the Changkeng Gold Project is primarily derived from the NI 43-101 technical report entitled "Technical Report and Updated Resource Estimate on the Changkeng Gold Project Guangdong Province, China", dated effective February 21, 2009 and prepared by Tracy Armstrong, P. Geo Ontario, Eugene Puritch, P. Eng. Ontario and Antoine Yassa, P.Geo. Québec, all of P&E Mining Consultants Inc., and all qualified persons for the purposes of NI 43-101. This technical report includes relevant information regarding the data, data validation and the assumptions, parameters and methods of the mineral resource estimates on the Changkeng Gold Project.

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Location

The Changkeng gold deposit is located approximately 45 km southwest of Guangzhou, the fourth largest city in China with 13 million people and the capital city of Guangdong Province. The project is adjacent to Minco Silver's Fuwan silver deposit and situated close to well-established water, power and transportation infrastructure.

Ownership

Mingzhong, a cooperative joint-venture established among Minco China, Guangdong Geological Bureau, Guangdong Gold Corporation, and two private Chinese companies to jointly explore and develop the Changkeng Property, signed a purchase agreement in January 2008 to buy a 100% interest in the Changkeng Exploration Permit on the Changkeng Project from 757 Exploration Team. The transfer of the Changkeng Exploration Permit from 757 Exploration Team to Mingzhong was approved by the MOLAR in 2009. The renewed Changkeng Exploration Permit for a two-year period expires on September 10, 2015.

The purchase price of the Changkeng Exploration Permit was set at RMB 48 million ($8.15 million). As of December 31, 2008, Mingzhong paid the first payment of RMB 19 million ($3.22 million) to the 757 Exploration Team for the Changkeng Exploration Permit. The remaining balance of RMB 29 million ($4.92 million) was settled in May 2013. According to the Supplementary Agreement signed between 757 Exploration Team and Mingzhong, 757 Exploration Team agreed to refund RMB 3.8 million ($622,293) to Mingzhong for the exploration costs incurred during the early stage of exploration of Changkeng project. The refunded amount was recorded as an exploration cost recovery during the year ended December 31, 2013. On July 31, 2013, Mingzhong paid the RMB 1.03 million ($169,669) to 757 Exploration Team for the completed hydro-geological program on the Changkeng Gold Project. The hydro-geological program was conducted to assist the preparation of the NI 43-101 technical report entitled "Technical Report and Updated Resource Estimate on the Changkeng Gold Project Guangdong Province, China”: dated effective February 21, 2009.

Geology, Drilling Program and Resources Estimate

There have been no significant changes in the geology, drilling program and resource estimate during the six months ended June 30, 2014 and as at the MD&A date compared to the year ended December 31, 2013.

A comprehensive discussion of the geology, drilling program and resource estimate are included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2013, dated March 28, 2014 available on SEDAR at www.sedar.com. During the six months ended June 30, 2014, the Company started a metallurgical test on the Changkeng Gold project.

2.3

Equity Investment in Minco Silver Corporation

As at June 30, 2014, the Company owned 11,000,000 common shares of Minco Silver (December 31, 2013 - 13,000,000 common shares) that were acquired in 2004 in exchange for the transfer of the Fuwan property and the silver interest in the Changkeng property. As at June 30, 2014, the Company owned a 18.45% (December 31, 2013 – 21.91%) equity interest in Minco Silver.

The following discussion respecting the Fuwan Silver Project held by Minco Silver is based on Minco Silver's public disclosure available on SEDAR at www.sedar.com.

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Current Developments on the Fuwan Silver Project

Minco Silver continues its focus on the EIA report and the permitting process in order to apply for a mining license for the Fuwan Silver Project

Minco Silver made great efforts to regain the support of local communities and had productive communication with Zhaoqian District government and Gaoyao County government for development of the Fuwan Silver Project before the submission of the revised Environmental Impact Assessment (“EIA”) report to Guangdong EPA department. Due to the fact that the last public opinion survey was carried out in 2008, the Company conducted a new survey among local communities concerning the development of the Fuwan Silver Project and obtained very strong support from the locals. On May 26, 2013, Gaoyao County government issued an official approval of the development of the Fuwan Silver Project to the Company.

Several large mining groups in China expressed an interest in the Fuwan Silver Project in late 2012. Minco Silver hosted site visits, data reviews, and preliminary discussions with those groups; however no definitive agreements have been concluded as at the date of this MD&A. Minco Silver’s strategy is to secure a large Chinese mining group as a business partner.

Minco Silver engaged the Guangdong Nuclear Design Institute (“GNDI”) to complete the Chinese Regulatory EIA report in 2010. The EIA report was reviewed by a technical panel appointed by the Department of Environmental Protection Administration of Guangdong Province in principle on March 7, 2010 with certain comments. Minco Silver submitted the revised report to the Department in December 2010 after addressing the comments received from the panel.

Minco Silver engaged General Station for Geo-Environmental Monitoring of Guangdong Province (“GSGEM”) for a water monitoring study to comply with the new water regulations issued by the Ministry of Environmental Protection of China effective on June 1, 2011. GSGEM carried out the required monitoring study and prepared all reports required for compliance with the new National Water Guidelines. Minco Silver successfully completed the field work in January 2012 and received the comprehensive water monitoring report from GSGEM in April 2012. The report concluded that Minco Silver is in compliance with the requirements of the new National Water Guidelines.

Revision of the EIA report has been completed incorporating the results from the water monitoring survey report. The revised EIA will be submitted to the Guangdong Environment Protection Administration (“EPA”) as soon as they are accepting new EIA reports. The delay in approval of the EIA report for the Fuwan Silver Project is due to the negative impact caused by the collapse of the tailing dam of an operating mine in Guangdong Province four years ago. The preliminary mine design was completed in 2013 by China Nerin Engineering Co. Ltd (“NERIN”) and will be released after the requirements from the approved EIA report are met.

Minco Silver successfully renewed the exploration permit of Luoke- Jilinggang in 2013 for a two-year period ending on July 20, 2015. Another three silver exploration permits on the Fuwan belt, referred to as Guyegang (55.88 sq. km.), Hecun (12.7 sq. km.), and Guanhuatang (27.3 sq. km.), are held by Minco China in trust for Minco Silver. Minco Silver decided not to renew the Guanhuatang property permit, which expired on April 4, 2014, due to its proximity to new town developments and water reservoirs. Minco China is in the process of renewing the two remaining permits with the Ministry of Land and Resources. The following summarizes significant progress in permitting on the Fuwan Silver Deposit.

The Chinese Preliminary Feasibility Study was completed by Changsha Non-Ferrous Mine Design Institute and approved by an expert panel

The Mining Area Permit, covers approximately 0.79 km², defines the mining limits of the Fuwan Silver Deposit and restricts the use of this land to mining activities. The Permit was approved by MOLAR and renewed subsequent to the original approval in October 2009. The renewed permit expires on April 10, 2016.

The Soil and Water Conservation Plan was completed and approved.

The Land Usage Permit was approved by the Gaoming County, Foshan City and Guangdong provincial governments. It was renewed for a one year period until December 31, 2014. The Company is currently in the process of renewing this permit.

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The Geological Hazard Assessment was completed and approved in September 2009.

The Mine Geological Environment Treatment Plan was reviewed and approved by the Environment Committee of China Geology Association.

The preliminary Safety Assessment draft report was completed in December 2011 and submitted to the Safety Bureau of Guangdong Province for approval.

Investment in Minco Silver is as follows:

June 30, 2014		December 31, 2013
$		$
Investment in associate	-		13,368,836
Available-for-sale investment	11,000,000		-
	11,000,000		13,368,836

Investment in associate

On April 22, 2014, the Company concluded that it no longer had significant influence over Minco Silver, as it did not own more than 20% of Minco Silver’s outstanding common shares, and therefore, equity accounting for our investment in Minco Silver was no longer applicable. This resulted in the derecognition of the carrying value of our investment in associate and the recognition of our shareholding at fair value as an available-for-sale financial asset. The fair value of the shares upon initial recognition was $8,800,000. The difference between the carrying value of the investment and the fair value of the shares was recorded in the condensed consolidated interim statements of loss, resulting in a loss of $2,520,831. Upon the loss of significant influence of Minco Silver, the Company reclassified a gain of $873,385 for items previously recognized in the other comprehensive income related to the investment in Minco Silver resulting in a net loss on derecognition of investment in Minco Silver of $1,647,446. Subsequent changes in fair value after April 22, 2014 are recognized in other comprehensive loss.

	2014			2013
	$			$
Equity investment in Minco Silver as at January 1,		13,368,836	13,375,407

Dilution loss		(78,177)	(77,414)
Equity loss		(94,626)	(656,132)
Cumulative translation adjustment		183,131	726,975
Partial disposition		(2,058,333)	-
Derecognition of investments in associates		(11,320,831)	-
Equity investment in Minco Silver as at June 30, 2014 and December 31, 2013		-	13,368,836

Available-for-sale investment

The available-for-sale investment represents the Company’s investment in Minco Silver. On April 22, 2014, the Company no longer had significant influence over Minco Silver and therefore ceased accounting for this investment on an equity basis and reclassified it to available-for-sale. The fair market value of the available-for-sale investment on initial recognition was $8,800,000, based on the quoted market price for the underlying security. During the three and six months ended June 30, 2014, the Company has recognized unrealized gains of $2,200,000 and a corresponding deferred income tax expense of $286,000 in the Condensed Consolidated Interim Statements of Comprehensive Loss. As at June 30, 2014, the fair market value of the available-for-sale investment was $11,000,000, based on the quoted market price of $1 per share of Minco Silver.

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2.4

Tugurige Gold project

On December 16, 2010, Minco China entered into a JV agreement with the 208 Team, a subsidiary of China National Nuclear Corporation, to acquire a 51% equity interest in the Tugurige Gold Project located in Inner Mongolia, China. The 208 Team did not comply with certain of its obligations under the JV Agreement, including its obligation to set up a new entity (the “JV Co”) and the transfer of its 100% interest in the Tugurige Gold Project to the JV Co. As a result, Minco China commenced legal action in China seeking compensation.

On March 25, 2013, Minco China settled its claim against the 208 Team relating to the JV Agreement for an amount of RMB 14 million ($2.4 million). The Company recognized a gain of $1,343,638 on the legal settlement, net of accrued legal fees of RMB 900,000 ($157,425) during the year ended December 31, 2013.

As at June 30, 2014, the Company had received RMB 9 million in total ($1,521,490) and did not recognize the remaining RMB 5 million ($865,711) balances due under the legal settlement due to the uncertainty of collectability. In the event of non-payment of the final settlement amount, Minco China has reserved the right to take further legal action.

2.5

Gold Bull Mountain project

Yuanling Minco’s wholly owned subsidiary Huaihua Tiancheng owns the Gold Bull Mountain exploration permit, which was renewed for a two-year period ending on June 28, 2015.

On June 28, 2014, Minco China entered into a sale agreement to dispose of its interest in Yuanling Minco for RMB 7 million ($1.2 million).

The buyer will make the following payments to Minco China:

30% of the selling price within 7 days from the date of signing this agreement (received subsequent to June 30, 2014);

ii)

55% of the selling price prior to the formal transfer request being submitted to the governing authorities; and

iii)

15% upon completing the transfer and obtaining all governing authorities’ approval.

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Results of Operations

3.1

Exploration Costs

The following is a summary of exploration costs incurred by each project:

	Three months ended June 30,		Six months ended June 30,		Accumulative to June 30,
Currently active properties:	2014	2013	2014	2013	2014
	$	$	$	$	$
Gansu
- Longnan	197,560	237,049	371,213	482,342	11,217,459
Guangdong
- Changkeng (*)	25,031	(626,765)	109,696	(606,272)	8,027,963
Hunan
- Gold Bull Mountain	14,390	8,532	25,433	12,657	2,261,674
Guangdong
- Sihui	-	-	526	1,644	4,999

Total	236,981	(381,184)	506,868	(109,629)	21,512,095

During the three and six months ended June 30, 2014, the Company did not conduct any exploration activities on the Changkeng and Gold Bull Mountain projects, except for maintaining the exploration permits.

(*) During the three and six months ended June 30, 2013, the Company recorded a refund from 757 Exploration Team of $622,293 for certain exploration costs incurred during the early stage of the Changkeng gold project. The refunded amount was recorded as an exploration cost recovery.

3.2

Administrative Expenses

The Company’s administrative expenses include overhead associated with administering and financing the Company’s exploration activities.

For the three months ended June 30, 2014, the Company incurred a total of $501,224 of administrative expenses (2013 - $747,246).

For the six months ended June 30, 2014, the Company incurred a total of $1,049,004 of administrative expenses (2013 - $1,528,993).

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The following table is a summary of the Company’s administrative expenses for the three months and six months ended June 30, 2014 and 2013.

	Three months ended June 30,		Six months ended June 30,
	2014	2013	2014	2013
Administrative expenses	$	$	$	$
Accounting and audit	28,288	48,746	50,406	80,189
Amortization	17,731	17,422	36,127	32,416
Consulting	2,263	2,349	7,144	25,680
Directors’ fees	13,000	12,749	31,000	25,749
Foreign exchange loss (gain)	(7,776)	9,084	(2,928)	13,732
Investor relations	9,678	20,999	19,207	75,131
Legal and regulatory and filing	27,075	44,835	60,884	83,307
Office administration expenses	83,897	72,830	207,859	196,332
Property investigation	18,557	29,264	38,482	60,961
Salaries and benefit	194,944	144,939	347,504	264,546
Share-based compensation	99,685	325,271	222,025	639,365
Travel and transportation	13,882	18,758	31,294	31,585
	501,224	747,246	1,049,004	1,528,993

Significant changes in expenses are as follows:

Accounting and auditing

Accounting and auditing expenses for the three months ended June 30, 2014 were $28,288 compared to $48,746 for the comparative period of 2013. The decrease was due to reduced audit fees.

Accounting and auditing expenses for the six months ended June 30, 2014 were $50,406 compared to $80,189 for the comparative period of 2013. The decrease was due to the same reason described above.

Consulting fees

Consulting fees for the three months ended June 30, 2014 were $2,263, which was consistent with the $2,349 for the comparative period of 2013.

Consulting fees for the six months ended June 30, 2014 were $7,144 compared to $25,680 for the comparative period of 2013. The decrease was due to the reduction in the use of external consultants in China.

Investor relations

Investor relations expenses for the three months ended June 30, 2014 were $9,678 compared to $20,999 for the comparative period of 2013. The decrease was primarily due to the reduction in the use of external consultants and also the resignation of the Company’s Vice President of Corporate Communication in the latter half of 2013.

Investor relations expenses for the six months ended June 30, 2014 were $19,207 compared to $75,131 for the comparative period of 2013. The decrease was due to the same reason described above.

Legal, regulatory and filing

Legal, regulatory, and filing expenses for the three months ended June 30, 2014 were $27,075 compared to $44,835 for the comparative period of 2013. The decrease was due to the Company reducing use of its external legal counsel to assist with regulatory compliance.

Legal, regulatory and filing expenses for the six months ended June 30, 2014 were $60,884 compared to $83,307 for the comparative period of 2013. The decrease was mainly due to the same reason described above.

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Property investigation

Property investigation expenses for the three months ended June 30, 2014 were $18,557 compared to $29,264 for the comparative period of 2013. The decrease was due to the Company’s Vice President of Business Development reducing his time spent on the Company’s operations during the first half of 2014.

Property investigation expenses for the six months ended June 30, 2014 were $38,482 compared to $60,961 for the comparative period of 2013. The decrease was due to the same reason described above.

Salaries and benefit

Salaries and benefit expenses for the three months ended June 30, 2014 were $194,944 compared to $144,939. The increase was due to benefit paid/ accrued for the departure of the Company’s former CFO during the period of 2014.

Salaries and benefit expenses for the six months ended June 30, 2014 were $347,504 compared to $264,546. The increase was due to the same reason described above, and also due to severance paid for termination of employees in China during the first quarter of 2014. In addition, the Company recovered salary expenses of $29,000 from Minco Base Metals Corporation (“MBM”) during the first quarter of 2013.

Share-based compensation

Share-based compensation expense for the three months ended June 30, 2014 was $99,685 compared to $325,271 for the comparative period of 2013. The decrease was due to the reduced number of options and reduced value per stock option granted in 2014 compared to 2013.

Share-based compensation expense for the six months ended June 30, 2014 was $222,025 compared to $639,365 for the comparative period of 2013. The decrease was due to the same reason described above.

3.3

Finance and Other Income (Expense)

For the three months ended June 30, 2014, the finance income was $5,321 compared to $29,902 for the comparative period of 2013. The decrease was due to the funds being used to settle the final payment of Changkeng Exploration Permit in May 2013.

For the six months ended June 30, 2014, the finance income was $6,340 compared to $95,452 for the comparative period of 2013. The decrease was due to the same reason described above.

3.4

Income Tax Expense (Recovery)

Deferred income tax recovery for the three and six months ended June 30, 2014 was $286,000 compared to $nil in 2013. Deferred income tax recovery was related to the change in deferred income tax assets recognized, which was primarily affected by the change in unrealized gains in the equity investment in Minco Silver.

Summary of Quarterly Results

		Loss per share
Period ended	Net loss attributable to shareholders	Basic	Diluted
06-30-2014 (**)	(2,519,526)	(0.05)	(0.05)
03-31-2014	(904,665)	(0.02)	(0.02)
12-31-2013	(637,398)	(0.01)	(0.01)
09-30-2013	(1,370,204)	(0.02)	(0.02)
06-30-2013	(826,767)	(0.02)	(0.02)
03-31-2013(*)	(310,156)	(0.01)	(0.01)
12-31-2012	(1,386,778)	(0.03)	(0.03)
09-30-2012	(1,024,173)	(0.02)	(0.02)

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Variations in quarterly performance over the eight quarters can be primarily attributed to changes in dilution gains and losses and equity gains and losses resulting from the Company’s investment in Minco Silver. Another contributing factor is changes in the amount of share-based compensation recognized in each period.

(*) Net loss decreased to $0.3 million for the period ended March 31, 2013 mainly due to the Company recognizing a gain on legal settlement of $0.8 million.

(**) Net loss increased to $2.5 million for the period ended June 30, 2014 mainly due to the loss on partial disposition of investment in Minco Silver of $0.4 million and loss on derecognition of investment in Minco Silver of $1.6 million.

Liquidity and Capital Resources

5.1

Cash Flows

	Six months ended June 30,
	2014	2013
	$	$
Operating activities	(1,362,406)	(5,737,047)
Investing activities	2,206,329	5,972,898
Financing activities	69,000	600,000

Operating activities

For the six months ended June 30, 2014, the Company used cash of $1,362,406 in operating activities compared to cash of $5,737,047 used in the comparative period of 2013. The decrease was primarily due to the final payment of RMB 25.2 million ($4.28 million) for the Changkeng Exploration Permit paid to 757 Exploration Team in 2013.

Investing activities

For the six months ended June 30, 2014, the Company received RMB 4 million ($720,095) proceeds from the legal settlement with the 208 Team and also proceeds of $1,500,000 from the disposition of Minco Silver’s shares.

Investing activities during the six months ended June 30, 2013 included the redemption of short-term investments of $5.2 million and proceeds of RMB 5 million ($801,395) received from the legal settlement with the 208 Team.

Financing activities

For the six months ended June 30, 2014, the Company received $Nil advanced by Minco Silver compared to $600,000 advanced by Minco Silver for the Comparative period of 2013. In addition, the proceeds of $69,000 was received during the period of 2014 from the stock option exercised compared to $Nil for the comparative period of 2013.

5.2

Capital Resources and Liquidity Risk

As at June 30, 2014, the Company had cash of $1,822,529 held by the Company’s Chinese subsidiaries. The Company may face delays repatriating funds held in China if at any time the Company requires additional resources to enable it to undertake projects elsewhere in the world.

The Company is exposed to liquidity risk, which is the risk that the Company may encounter difficulty in settling its commitments when due including the continued forbearance to the amounts due to Minco Silver. In managing this risk, management determined that the Company’s cash balance as at June 30, 2014 of $2.7 million and the proceeds received from the Yuanling Minco disposition would be sufficient to meet its cash requirements for the Company’s administrative overhead and to maintain its mineral interest throughout the next 12 months.

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The Company's ability to meet its obligations and finance exploration and development activities over the long-term depends on its ability to generate cash flow through various debt or equity financing initiatives. Capital markets may not be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. The Company's growth and success is dependent on external sources of financing which may not be available on acceptable terms or at all.

5.3

Contractual Obligations

The Company’s contractual obligations are related to a cost sharing agreement between the Company, Minco Silver and MBM, related parties domiciled in Canada, including $3.6 million to be used for the repayment of amounts due to Minco Silver, and $0.6 million for other obligations.

There have been no material changes in the Company’s contractual obligations for the six months ended June 30, 2014 compared to the year ended December 31, 2013. Please refer to the Company’s 2013 MD&A dated March 26, 2014, available on SEDAR.

Off -Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Transactions with Related Parties

Shared expenses

Minco Silver and Minco Gold share offices and certain administrative expenses in Beijing and Minco Silver, MBM and Minco Gold share offices and certain administrative expenses in Vancouver.

At June 30, 2014, the Company had $3,628,605 due to Minco Silver (December 31, 2013 – $3,584,387) and consisted of the following:

Amount due from Foshan Minco as at June 30, 2014 of $26,760 (December 31, 2013 - $15,847), representing the expenditures incurred by Minco China on behalf of Foshan Minco and shared office expenses.

Amount due to Minco Silver as at June 30, 2014 was $3,655,365 (December 31, 2013 – $3,600,234) representing funds advanced from Minco Silver to Minco Gold to support its operating activities in Canada net of shared head office expenses.

The amounts due are unsecured, non-interest bearing and payable on demand.

Funding of Foshan Minco

Minco Silver cannot invest directly in Foshan Minco as Foshan Minco is legally owned by Minco China. All funding supplied by Minco Silver for exploration of the Fuwan Project must first go through Minco China via the Company to comply with Chinese Law. In the normal course of business, Minco Silver uses trust agreements when providing cash, denominated in US dollars, to Minco China via the Company for the purpose of increasing the registered capital of Foshan Minco. Minco China is a registered entity in China; however it is classified as being a wholly foreign owned entity and therefore can receive foreign investment. Foshan Minco is a Chinese company with registered capital denominated in RMB and can only receive domestic investment from Minco China. Increase to the registered capital of Foshan Minco must be denominated in RMB.

( 15 )

As at June 30, 2014, Minco China held US $11,221,907 ($11,974,731) (December 31, 2013 – US $12,526,138 ($13,399,210)) and RMB 39,435 ($6,828) (December 31, 2013 – RMB 14,613,570 ($2,556,161)) in trust for Minco Silver.

Key management compensation

Key management includes the Company’s directors and senior management. This compensation is included in exploration costs and administrative expenses.

For the three and six months ended June 30, 2014 and 2013, the following compensation was paid to key management:

Three months ended June 30,			Six months ended June 30
	2014	2013	2014	2013
	$	$	$	$
Cash remuneration	94,202	80,249	156,452	159,495
Share-based compensation	68,533	236,379	156,153	483,252
Total	162,735	316,628	312,605	642,747

The above transactions were conducted in the normal course of business.

Critical Accounting Estimates

The preparation of financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgments are continuously evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most significant accounting judgments and estimates that the Company has made in the preparation of the financial statements:

Investment in Minco Silver

Significant Influence

Impairment

At each reporting date, we conduct a review to determine whether there are any indications of impairment. This determination requires significant judgment. In making this judgment, we evaluate, among other factors, the duration and extent to which the fair value of the equity investment in Minco Silver is less than its cost.

If the decline in fair value below cost were significant or prolonged, we would recognize a loss, being the transfer of the accumulated fair value adjustments recognized in other comprehensive income on the impaired available-for-sale financial assets to the statement of income.

Management has assessed for impairment indicators on the Company’s equity investment in Minco Silver and has concluded that no impairment indicators existed as of June 30, 2014.

Liquidity risk

The Company is exposed to liquidity risk, which is the risk that the Company may encounter difficulty in settling its commitments when due. In managing this risk, management determined that the Company’s cash balance as at June 30, 2014 of $2.7 million along with the proceeds from the Yuanling Minco disposition ($1.2 million) would be sufficient to meet its cash requirements for the Company’s administrative overhead and to maintain its mineral interest for the next 12 months.

( 16 )

Adoption of new accounting standard

Effective January 1, 2014, the Company adopted the following standard.

IFRIC 21 - Levies

This standard was issued on May 20, 2013 and provided guidance on when to recognize a liability for a levy imposed by a government, both for levies that are accounted for in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and those where the timing and amount of the levy is certain. The adoption of this standard did not have an impact on the Company’s condensed consolidated interim financial statements.

10.

Financial Instruments

Financial assets and liabilities have been classified into categories that determine their basis of measurement and, for items measured at fair value, whether changes in fair value are recognized in the statement of income or comprehensive income. Those categories are: fair value through profit or loss, loans and receivables, available-for-sale and other financial liabilities.

The following table summarizes the fair value for items categorized as available-for-sale and the carrying value of items categorized as loans and receivable and other liabilities as at June 30, 2014 and 2013.

	June 30,				December 31,
		2014			2013
Loans and receivables				$			$
Cash and cash equivalents			2,674,726			1,797,809
Receivables		51,485			715,649
Due from related parties		54,792			67,418
Available-for-sale
Equity investment in Minco Silver		11,000,000			-
Other liabilities
Account payable		454,642			552,177
Advance from non-controlling interest		166,217			167,920
Due to related party		3,628,605			3,584,387

The equity investment in Minco Silver is measured at fair value based on quoted market price.

Financial risk factors

The Company’s operations consist of the acquisition, exploration and development of properties in China. The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, price risk, liquidity risk, currency risk and interest rate risk. Management reviews these risks on a monthly basis and when material, they are reviewed and monitored by the Board of Directors.

( 17 )

Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if the counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by these counterparties, less any amounts owed to the counterparty by the Company where a legal right of set-off exists and also includes the fair value contracts with individual counterparties which are recorded in the condensed consolidated interim financial statements. The Company considers the following financial assets to be exposed to credit risk:

Cash and cash equivalents – In order to manage credit and liquidity risk the Company places its cash with major financial institutions in the PRC (not subject to deposit insurance) and one major bank in Canada (subject to deposit insurance up to $100,000). At June 30, 2014, the balance of $2,674,726 (December 31, 2013 - $1,797,809) was placed with a few institutions.

Price risk

Financial instrument that expose the Company to price risk is the equity investment in Minco Silver.

We hold common shares of Minco Silver which is measured at fair value, being the closing price at the reporting date. We are exposed to changes in share prices which would result in gains and losses being recognized in total comprehensive income or loss. A +/- 10% in share prices would have a +/- $1.1 million impact on total comprehensive income or loss.

Foreign exchange risk

The Company’s functional currency is the Canadian dollar in Canada and RMB in China. The foreign currency risk is related to US dollar funds. Therefore the Company’s net earnings are impacted by fluctuations in the valuation of the US dollar in relation to the Canadian dollar and RMB. The Company did not hold significant amounts of US dollar cash during the period and therefore the impact of the changes in the US dollar foreign exchange rate is insignificant to the Company’s net earnings.

Interest rate risk

The effective interest rate on financial liabilities (accounts payable) ranged up to 1%. The interest rate risk is the risk that the fair value of future cash flows of a financial instrument fluctuates because of changes in market interest rates. Cash and short-term investments entered into by the Company bear interest at a fixed rate thus exposing it to the risk of changes in fair value arising from interest rate fluctuations. Short term investments are invested in high grade, highly liquid instruments and expose the Company to variable interest rate fluctuations. A 1% increase in the interest rate in Canada will have a net (before tax) income effect of $26,747 (December 31, 2013- $17,978), assuming the foreign exchange rate remains constant.

11.

Risks Factors and Uncertainties

A comprehensive discussion of risk factors is included in the Company's annual report on Form 20-F for the year ended December 31, 2013, dated March 28, 2014, available on SEDAR at www.sedar.com.

12.

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

Management has established disclosure controls and procedures to ensure that information disclosed in this MD&A and the related financial statements was properly recorded, processed, summarized and reported to the Company’s Board and Audit Committee.

Management is also responsible for establishing and maintaining adequate internal controls over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

( 18 )

During the six months ended June 30, 2014, there have been no material changes in the Company’s internal control over financial reporting.

13.

Cautionary Statement on Forward-Looking Information

Except for statements of historical fact, this MD&A contains certain “forward looking information” and “forward looking statements” within the meaning of applicable securities laws, which reflect management’s current expectations regarding, among other things and without limitation, the Company’s future growth, results of operations, performance and business prospects, opportunities, future price of minerals and effects thereof, the estimation of mineral reserves and resources, the timing and amount of estimated capital expenditures, the realization of mineral reserve estimates, costs and timing of proposed activities, plans and budgets for and expected results of exploration timing of proposed activities, plans and budgets for and expected results of exploration activities, exploration and permitting time-lines, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation obligation and expenses, the availability of future acquisition opportunities and use of the proceeds from financing. Generally, forward looking statements and information can be identified by the use of forward looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.

Forward-looking statements are included throughout this document and include, but are not limited to, statements with respect to: our plans for future exploration programs for our mineral properties; the ability to generate working capital; markets; economic conditions; performance; business prospects; results of operations; capital expenditures; and foreign exchange rates. All such forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. These statements are, however, subject to known and unknown risks and uncertainties and other factors. As a result, actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits will be derived therefrom. These risks, uncertainties and other factors include, among others: our interest in our mineral properties may be challenged or impugned by third parties or governmental authorities; economic, political and social changes in China; uncertainties relating to the Chinese legal system; failure or delays in obtaining necessary approvals; exploration and development is a speculative business; the Company's inability to obtain additional funding for the Company's projects on satisfactory terms, or at all; hazardous risks incidental to exploration and test mining; the Company has limited experience in placing resource properties into production; government regulation; high levels of volatility in market prices; environmental hazards; currency exchange rates; and the Company's ability to obtain mining licenses and permits in China.

Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that statements containing forward looking information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on statements containing forward looking information. All of the forward-looking information and statements contained in this document are expressly qualified, in their entirety, by this cautionary statement. The various risks to which we are exposed are described in additional detail under the section entitled "Item 3: Key Information – D. Risk Factors" in the Company's annual report on Form 20-F available on SEDAR at www.sedar.com. The forward-looking information and statements are made as of the date of this document, and we assume no obligation to update or revise them except as required pursuant to applicable securities laws.

( 19 )

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Ken Z. Cai, Chief Executive Officer of Minco Gold Corporation, certify the following:

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2014 and ended on September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 13, 2014

_______________________

Ken Z. Cai

Chief Executive Officer

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Samson Siu, Interim Chief Financial Officer of Minco Gold Corporation, certify the following:

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Date: November 13, 2014

/s/ Samson Siu

_______________________

Samson Siu

Interim Chief Financial Officer

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

( 1 )

NOTICE TO READER

Dr. Ken Cai Samson Siu, CPA, CA

President and CEO Interim Chief Financial Officer

Vancouver, Canada

November 12, 2014

( 2 )

Index

Page

Condensed Consolidated Interim Financial Statements		4 - 8

	Condensed Consolidated Interim Statements of Financial Position	4
	Condensed Consolidated Interim Statements of Loss	5
	Condensed Consolidated Interim Statements of Comprehensive Loss	6
	Condensed Consolidated Interim Statements of Changes in Equity	7
	Condensed Consolidated Interim Statements of Cash Flow	8



Notes to Condensed Consolidated Interim Financial Statements		9 – 22

1	General information and liquidity risk	9
2	Basis of preparation	9
3	Critical accounting estimates and judgments	10
4	Cash and cash equivalents	10
5	Mineral interests	11
6	Investment in Minco Silver Corporation	13
7	Gain on legal settlement	16
8	Non-controlling interest	17
9	Share capital	18
10	Related party transactions	20
11	Fair value measurements	21
12	Geographical information	22

( 3 )

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Statements of Financial Position

(Unaudited, expressed in Canadian dollars, unless otherwise stated)


	September 30,	December 31,
	2014	2013
Assets	$	$
Current assets
Cash and cash equivalents (note 4)	2,789,450	1,797,809
Receivables (note 7)	24,978	715,649
Due from related parties (note 10)	47,820	67,418
Prepaid expenses and deposits	96,743	67,423
Assets held for sale (note 5(c))	24,249	-
	2,983,240	2,648,299

Long-term deposit	51,277	51,277
Property, plant and equipment	113,455	177,943
Investment in Minco Silver (note 6)	10,340,000	13,368,836
	13,487,972	16,246,355
Liabilities
Current liabilities
Accounts payable and accrued liabilities	501,197	552,177
Advance from non-controlling interest (note 5(a))	434,948	167,920
Deposit from sale of subsidiary (note 5(c))	380,580	-
Due to related party (note 10)	3,629,915	3,584,387
Liabilities held for sale (note 5 (c))	9,270	-
	4,955,910	4,304,484
Equity
Equity attributable to owners of the parent
Share capital (note 9(a))	41,882,757	41,758,037
Contributed surplus	9,147,178	8,933,012
Accumulated other comprehensive income	1,637,779	1,102,818
Deficit	(49,141,950)	(44,976,192)
	3,525,764	6,817,675
Non-controlling interests (note 8)	5,006,298	5,124,196
Total equity	8,532,062	11,941,871
	13,487,972	16,246,355

Approved by the Board of Directors

(Signed) Malcolm Clay Director (signed) Robert Callander Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

( 4 )

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Statements of Loss

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Three months ended September 30,				Nine months ended September 30,
		2014	2013	2014	2013
		$	$	$	$
Exploration recovery (note 5)		-	-	-	(622,293)
Exploration costs (note 5)		348,045	478,733	854,913	991,396
		348,045	478,733	854,913	369,103
Administrative expenses
Accounting and audit		29,193	6,820	79,599	87,009
Amortization		15,227	18,002	51,354	50,418
Consulting		2,060	2,240	9,204	27,920
Directors' fees		10,188	13,000	41,188	38,749
Foreign exchange loss (gain)		9,912	(2,450)	6,984	11,282
Investor relations		4,505	30,946	23,712	106,077
Legal, regulatory and filing		26,004	34,742	86,888	118,049
Office and miscellaneous		80,887	77,505	288,746	273,837
Property investigation		18,354	33,128	56,836	94,089
Salaries and benefits		116,802	136,449	464,306	400,995
Share-based compensation (note 9(b))		43,528	212,457	265,553	851,822
Travel and transportation		15,653	33,400	46,947	64,986
		372,313	596,239	1,421,317	2,125,233
Operating loss		(720,358)	(1,074,972)	(2,276,230)	(2,494,336)
Gain on legal settlement (note 7)		-	-	-	801,395
Loss on partial disposal of investment in Minco Silver (note 6)		-	-	(399,536)	-
Loss on derecognition of investment in Minco Silver (note 6)		-	-	(1,647,446)	-
Unrealized loss on marketable securities		-	-	-	(1,470)
Finance income		2,871	8,047	9,211	103,499
Impairment of property, plant and equipment		-	-	(8,736)	-
Share of loss from equity investment in Minco Silver (note 6)		-	(329,818)	(94,626)	(623,445)
Dilution loss (note 6)		-	(77,123)	(78,177)	(77,414)
Net loss before tax for the period		(717,487)	(1,473,866)	(4,495,540)	(2,291,771)
Deferred income tax recovery (expense)		(85,800)	-	200,200	-
Net loss for the period		(803,287)	(1,473,866)	(4,295,340)	(2,291,771)
Net income (loss) attributable to:
Shareholders of the Company		(741,567)	(1,370,204)	(4,165,758)	(2,507,127)
Non-controlling interest		(61,720)	(103,662)	(129,582)	215,356
		(803,287)	(1,473,866)	(4,295,340)	(2,291,771)
Loss per share:
Basic and diluted	(0.01)		(0.03)	(0.08)	(0.05)
Weighted average number of common shares outstanding
Basic and diluted	50,501,657		50,348,215	50,479,045	50,348,215

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

( 5 )

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Statements of Comprehensive Loss

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Three months ended

September 30,

Nine months ended

September 30,

2014 2013 2014 2013

$ $ $ $

Net loss for the period (803,287) (1,473,866) (4,295,340) (2,291,771)

Other comprehensive income (loss)

Items that may be reclassified subsequently to profit or loss:

Unrealized gains (loss) on available-for-sale investment, net of tax (note 6) (574,200) - 1,339,800 -

Realized gain recycled to net loss (note 6) - - (1,032,182) -

Cumulative translation adjustment from Minco Silver investment - (108,775) 183,131 377,001

Exchange differences on translation from functional to  presentation currency 70,412 (44,421) 55,897 50,001

Total comprehensive loss for the period (1,307,075) (1,627,062) (3,748,694) (1,864,769)

Comprehensive income (loss) attributable to:

Shareholders of the Company (1,263,900) (1,523,400) (3,630,796) (2,080,125)

Non-controlling interest (43,175) (103,662) (117,898) 215,356

(1,307,075) (1,627,062) (3,748,694) (1,864,769)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

( 6 )

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Statements of Changes in Equity

For the nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Attributable to equity owners of the Company

Number of shares Share capital Contributed surplus Accumulated other comprehensive income Deficit Subtotal Non-controlling interest Total equity

$ $ $ $ $ $ $

Balance - January 1, 2014 50,348,215 41,758,037 8,933,012 1,102,818 (44,976,192) 6,817,875 5,124,196 11,941,871

Net loss for the period - - - - (4,165,758) (4,165,758) (129,582) (4,295,340)

Other comprehensive income - - - 534,961 - 534,961 11,684 546,645

Proceeds on issuance of shares from exercise of options 166,666 124,720 (51,387) - - 73,333 - 73,333

Share-based compensation - - 265,553 - - 265,553 - 265,553

Balance – September 30, 2014 50,514,881 41,882,757 9,147,178 1,637,779 (49,141,950) 3,525,764 5,006,298 8,532,062

Balance - January 1, 2013
50,348,215 41,758,037 7,939,681 173,246 (41,831,667) 8,039,297 2,425,368 10,464,665

Net income (loss) for the period - - - - (2,507,127) (2,507,127) 215,356 (2,291,771)

Contribution from non-controlling interest - - - - - - 2,573,910 2,573,910

Other comprehensive income - - - 427,002 - 427,002 - 427,002

Share-based compensation - - 851,822 - - 851,822 - 851,822

Balance – September 30, 2013 50,348,215 41,758,037 8,791,503 600,248 (44,338,794) 6,810,994 5,214,634 12,025,628

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

( 7 )

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Statements of Cash Flow

For the nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

2014 2013

Cash flow provided by (used in) $ $

Operating activities

        Net loss for the period (4,295,340) (2,291,771)

Adjustments for:

        Amortization 51,354 50,418

        Equity loss on investment in Minco Silver 94,626 623,445

        Dilution  loss 78,177 77,414

        Loss on partial disposal of investment in Minco Silver 1,647,446 -

        Loss on derecognition of investment in Minco Silver 399,536 -

        Deferred income tax recovery (200,200) -

        Impairment on property, plant and equipment 8,736 -

        Share-based compensation (note 9(b)) 265,553 851,822

        Foreign exchange loss 7,922 12,094

        Gain from legal settlement - (801,395)

        Unrealized loss on marketable securities - 1,470

Changes in items of working capital:

        Receivables (8,565) (32,889)

        Due to related parties (note 10) 65,848 1,070,673

        Prepaid expenses and deposits (27,831) 6,242

        Deposit from sale of subsidiary 373,292 -

        Accounts payable and accrued liabilities (53,628) (202,075)

        Accounts payable for Changkeng permit - (4,711,920)

Net cash used in operating activities (1,593,074) (5,346,471)

Investing activities

Loan receivable - (1,641,900)

Proceeds from loan receivable (note 5(a)) - 1,641,900

Proceeds from legal settlement 720,095 801,395

Proceeds from partial disposal of investment in Minco Silver 1,500,000 -

Property, plant and equipment (13,762) (29,258)

Redemption of short-term investment - 5,267,902

Net cash generated from investing activities 2,206,333 6,040,039

Financing activities

Proceeds from stock option exercises 73,333 -

Advanced from minority shareholders 255,971 -

Advanced from Minco Silver Corporation - 1,200,000

Net cash generated from financing activities 329,304 1,200,000

Effect of exchange rate changes on cash and cash equivalents 50,355 11,255

Increase in cash and cash equivalents 992,918 1,904,823

Cash and cash equivalents – Beginning of period 1,797,809 263,054

Cash and cash equivalents – End of period 2,790,727 2,167,877

Less: cash and cash equivalents classified as held for sale (1,277) -

Cash and cash equivalent excluding assets classified as held for sale – End of period 2,789,450 2,167,877

Cash paid for income tax - -

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

( 8 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

1. General information and liquidity risk

Minco Gold Corporation (“Minco Gold” or the “Company”) was incorporated in 1982 under the laws of British Columbia, Canada as Cap Rock Energy Ltd. The Company changed its name to Minco Gold in 2007. The Company is an exploration stage enterprise engaged in exploration and evaluation of gold-dominant mineral properties and projects in China. The registered office of the Company is 2772 – 1055 West Georgia Street, British Columbia, Canada. The Company has listed its common shares on the Toronto Stock Exchange (“TSX”) under the symbol “MMM”, and the NYSE MKT under the symbol “MGH”.

As at September 30, 2014, Minco Gold owned a 18.45% (December 31, 2013 – 21.92%) equity interest in Minco Silver Corporation (“Minco Silver”).

The Company is an exploration company and therefore has no source of revenues. As such, during the nine months ended September 30, 2014, the Company incurred a net loss of $4,295,340, had accumulated deficit of $49,141,950 and a working capital deficit of $1,972,670. The Company is exposed to liquidity risk, which is the risk that the Company may encounter difficulty in settling its commitments when due including the continued forbearance to the amounts due to Minco Silver. In managing this risk, management determined that the Company’s cash balance as at September 30, 2014 of $2,789,450 combined with any proceeds raised through the sale of its investment in Minco Silver or through the sale of non-core assets would be sufficient to meet its cash requirements for the Company’s administrative overhead and to maintain its mineral interest throughout the next twelve months.

2. Basis of preparation

The condensed consolidated interim financial statements include the accounts of Minco Gold, its wholly-owned Chinese subsidiaries Minco Mining (China) Corporation (“Minco China”), Yuanling Minco Mining Ltd. (“Yuanling Minco”), Tibet Minco Mining Co. Ltd. (“Tibet Minco”) and Huaihua Tiancheng Mining Ltd. (“Huaihua Tiancheng”); its wholly owned Hong Kong subsidiary Minco Resources Limited (“Minco Resources”) and its 51% interest in Guangdong Mingzhong Mining Co., Ltd. (“Mingzhong”).

Information about subsidiaries

Name Principal activities (ownership interest)
Country of

Incorporation

Minco China Exploring and evaluating mineral properties (100%) China

Yuanling Minco Exploring and evaluating mineral properties (100%) China

Tibet Minco Exploring and evaluating mineral properties (100%) China

Huaihua Tiancheng Exploring and evaluating mineral properties (100%) China

Minco Resources     Holding company                                            (100%) Hong Kong

Mingzhong Exploring and evaluating mineral properties   (51%) China

( 9 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Basis of preparation (continued)

These financial statements were approved by the board of directors for issue on November 12, 2014.

These condensed consolidated interim financial statements have been prepared in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements including IAS 34, Interim Financial Reporting. The condensed consolidated interim financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2013, which have been prepared in accordance with IFRS as issued by the IASB, and our condensed consolidated interim financial statements for the three months ended March 31, 2014.

Critical accounting estimates and judgments

On April 22, 2014, the Company determined that we no longer held significant influence over Minco Silver, as we did not own more than 20% of Minco Silver’s outstanding common shares, and therefore, equity accounting for our investment in Minco Silver was no longer applicable. The Company and Minco Silver continue to have a board member and the CEO in common. The investment in Minco Silver was subsequently classified as available-for-sale financial asset.

Cash and cash equivalents

As at September 30, 2014, cash and cash equivalent consisted of a short-term deposit with a maturity date of seven days and that can be renewed automatically. The yield on the short-term deposit was 1.48%.

As at September 30, 2014, cash and cash equivalent of $2,079,754 (RMB 11,475,874) (December 31, 2013 - $1,545,792 (RMB 8,837,293)) remained in China, including $1,199,134 (RMB 6,616,700) (December 31, 2013 - $820,252 (RMB 4,689,382)) held in Mingzhong. Under Chinese law, cash advanced to the Company’s Chinese subsidiaries as registered share capital is maintained in the subsidiaries’ registered capital bank account. Remittance of these funds back to Canada may require approvals by the relevant government authorities or designated banks in China or both.

( 10 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Mineral interests

a) Guangdong - Changkeng

Minco China and Tibet Minco, a wholly owned subsidiary of Minco China, are the controlling shareholders in Mingzhong with a 51% interest collectively.

On July 31, 2013, Mingzhong paid RMB 1.03 million ($0.2 million) to 757 Exploration Team for the completed hydro-geological program on the Changkeng Gold Project.

On April 18, 2013, Minco China and 757 Exploration Team entered into a loan agreement in which Minco China agreed to loan RMB 10 million ($1,641,900) with annual interest rate of 6% to 757 Exploration Team for a two month period ending September 18, 2013. The loan was repaid on May 29, 2013 and the Company recorded RMB 65,753 ($10,919) of interest income during the year ended December 31, 2013.

On May 16, 2013, Mingzhong completed the process to increase its registered capital by RMB 32 million ($5.1 million). As a result, the RMB 15.7 million ($2.5 million) advances from non-controlling interest recorded as a current liability were derecognized and recorded as a contribution to the non-controlling interest.

As at September 30, 2014, the Company received funds of RMB 2,400,000 ($434,948) (December 31, 2013 – RMB 960,000 ($167,920)) from three minority shareholders of Mingzhong and are classified as a current liability, pending approval of capital injection from the remaining non-controlling interest shareholders.

b) Gansu - Longnan

Minco China holds ten exploration permits in the Longnan region of south Gansu province in China. The Longnan region is within the southwest Qinling gold field.

The Longnan project has been divided into three sub-projects according to their geographic distribution, type and potential of mineralization:

( 11 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Mineral interests (continued)

i) Yangshan: including five exploration permits located in the northeast extension of the Yangshan gold belt and its adjacent area;

ii) Yejiaba: including four exploration permits adjacent to the Guojiagou exploration permit; and

iii) Xicheng East: including one exploration permit to the east extension of the Xicheng Pb-Zn mineralization belt.

The Company has spent a cumulative total of $11.4 million of exploration costs on the Longnan region as at September 30, 2014 (December 31, 2013 - $10.8 million).

The annual minimum exploration expenditure requirement was increased by the local Administration of Land and Resources in Longnan of the Gansu Province. Given the current economic environment and the Company’s limited financial resources, the Company is unlikely to meet the local minimum exploration expenditure requirement in 2014 for a number of the Longnan exploration permits. If the annual minimum exploration expenditure requirement are not met, the exploration permit may be abandoned or transferred to another party. Exploration and evaluation costs pertaining to the Longnan project have been expensed in the period incurred.

c) Hunan - Gold Bull Mountain

Yuanling Minco’s wholly owned subsidiary Huaihua Tiancheng owns the Gold Bull Mountain exploration permit, which was renewed for a two-year period ending on June 28, 2015.

On June 28, 2014, Minco China entered into a sale agreement to dispose of its interest in Yuanling Minco for RMB 7 million ($1.2 million).

The buyer will make the following payments to Minco China:

i) 30% of the selling price within 7 days from the date of signing this agreement (received);

ii) 55% of the selling price prior to the formal transfer request being submitted to the governing authorities; and

iii) 15% upon completing the transfer and obtaining all governing authorities’ approval.

As at September 30, 2014, the process of transferring the titles of Yuanling Minco and the completion of the transaction was pending the receipt of the remaining two payments and the approval by governing authorities. The assets and liabilities have been presented as held for sale on the condensed consolidated interim statements of financial position.

As at September 30, 2014, the Company recorded a deposit from sale of subsidiary of RMB 2,100,000 ($380,580).

( 12 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Mineral interests (continued)

d) Guangdong - Sihui

Minco China holds an exploration permit in Guangdong Sihui in China. The permit expires on February 3, 2015.

The Company continues its efforts to dispose of its non-core assets in China, including the Changkeng project, and some of the projects in the Longnan region.

The following is a summary of exploration costs (net of recovery) incurred by the Company:

	Three months ended September 30,		Nine months ended September 30,		Accumulative to September 30,
Currently active properties:	2014	2013	2014	2013	2014
	$	$	$	$	$
Gansu
- Longnan	231,160	259,709	602,373	742,046	11,448,623
Guangdong
- Changkeng	112,576	213,409	222,272	(392,862)	8,140,539
Hunan
- Gold Bull Mountain	4,309	5,615	29,744	18,275	2,265,985
Guangdong
- Sihui	-	-	524	1,644	4,993

Total	348,045	478,733	854,913	369,103	21,860,140

Investment in Minco Silver Corporation

September 30, 2014		December 31, 2013
$		$
Investment in associate	-		13,368,836
Available-for-sale investment	10,340,000		-
	10,340,000		13,368,836

Investment in associate

( 13 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Investment in Minco Silver Corporation (continued)

As at September 30, 2014, the Company owns 11,000,000 common shares of Minco Silver (December 31, 2013 - 13,000,000 common shares) that were acquired in 2004 in exchange for the transfer of the Fuwan property and the silver interest in the Changkeng property.


	2014		2013
	$		$
Equity investment in Minco Silver as at January 1,		13,368,836	13,375,407

Dilution loss		(78,177)	(77,414)
Equity loss		(94,626)	(656,132)
Cumulative translation adjustment		183,131	726,975
Partial disposition		(2,058,333)	-
Derecognition of investments in associates		(11,320,831)	-
Equity investment in Minco Silver as at September 30, 2014 and December 31, 2013		-	13,368,836

( 14 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Investment in Minco Silver Corporation (continued)

The following is a summary of Minco Silver’s balance sheet and reconciliation to carrying amounts for the period end in which the Company had significant influence:

	September 30,	December 31,
	2014	2013
	$	$
Current assets	-	64,856,555
Mineral interests	-	27,369,966
Property, plant and equipment	-	483,281
Current liabilities	-	523,984
Shareholders' equity	-	92,185,818

Reconciliation to carrying amounts:

Minco Gold’s share in percentage	-	21.91%
Minco Gold’s share in $	-	20,197,913
Differences between Minco Gold’s share and carrying value	-	(6,829,077)
Carrying value of investment in associate	-	13,368,836
Market value of Minco Silver shares	-	9,100,000

The following is a summary of Minco Silver’s income statement during the period on which the Company had significant influence:


	Three months ended September 30, 2014	Three months ended September 30, 2013	For the period January 1 to April 22, 2014	Nine months ended September 30, 2013
	$	$	$	$
Administrative expenses	-	1,499,238	694,876	3,172,027
Net loss for the period	-	(1,497,810)	(433,288)	(2,831,267)
Other comprehensive income (loss) for the period	-	(493,984)	837,286	1,712,086
Comprehensive income (loss) for the period	-	(1,991,794)	403,998	(1,119,181)

( 15 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Investment in Minco Silver Corporation (continued)

Available-for-sale investment

The available-for-sale investment represents the Company’s equity investment in Minco Silver. On April 22, 2014, the Company no longer had significant influence over Minco Silver and therefore ceased accounting for this investment on an equity basis and reclassified it to available-for-sale. The fair market value of the available-for-sale investment on initial recognition was $8,800,000, based on the quoted market price for the underlying security. During the three and nine months ended September 30, 2014, the Company has recognized an unrealized loss of $574,200 net of tax and an unrealized gain of $1,339,800 net of tax respectively in the Condensed Consolidated Interim Statements of Comprehensive Loss. As at September 30, 2014, the fair market value of the available-for-sale investment was $10,340,000, based on the quoted market price of $0.94 per share of Minco Silver.

Gain on legal settlement

The Company received RMB 4 million ($720,095) in January 2014. As at September 30, 2014, the remaining RMB 5 million ($865,711) balance due under the legal settlement was not recognized due to the uncertainty of collectability. In the event of non-payment of the final settlement amount, Minco China has reserved the right to take further legal action.

( 16 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Non-controlling interest

Summarized statement of financial position

	September 30,	December 31,
	2014	2013
	$	$
NCI percentage	49%	49%
Current assets	1,204,015	831,269
Current liabilities	(1,266,045)	(636,694)
	(62,030)	194,575
Non-current asset	37,657	42,126
Net assets (liabilities)	(24,373)	236,701
Accumulated non-controlling interests	5,006,298	5,124,196

Summarized income statement

For the period ended	September 30,	September 30,
	2014	2013
	$	$
Net income (loss)	(264,454)	439,503
Other comprehensive income	23,846	-
Total comprehensive income (loss)	(240,608)	439,503
Income (loss) allocated to NCI	(117,898)	215,356

Summarized cash flows

For the period ended	September 30,	September 30,
	2014	2013
	$	$
Cash flows from operating activities	1,301	(5,024,627)
Cash flows from investing activities	-	5,261,652
Cash flows from financing activities	341,297	-
Effect of exchange rate changes on cash	36,284	18,362

( 17 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Share capital

Common shares and contributed surplus

Authorized

100,000,000 common shares without par value

Stock options

During the nine months ended September 30, 2014, the Company granted stock options for 1,270,000 common shares to various employees, consultants and directors at a weighted exercise price of $0.26 per common share that vest over an 18-month period from the issuance date.

The maximum number of common shares reserved for issuance under the Stock Option Plan is 15% of the issued and outstanding common shares of the Company.

The Company recorded $43,528 and $265,553 in stock-based compensation expense for the three and nine months period ended September 30, 2014 respectively (September 30, 2013 - $212,457 and $851,822).

A summary of the options outstanding is as follows:

	Number outstanding		Weighted average exercise price
			$
Balance, January 1, 2013		5,650,667	1.11

Granted		2,200,000	0.45
Forfeited		(587,500)	0.93
Cancelled		(270,000)	2.14
Expired		(140,000)	1.44

Balance, December 31, 2013		6,853,167	0.86

Granted		1,270,000	0.26
Forfeited		(732,000)	0.97
Exercised		(166,666)	0.44
Expired		(660,000)	0.48

Balance, September 30, 2014		6,564,501	0.78

( 18 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

Share capital (continued)

	Options outstanding					Options exercisable

Range of exercise prices		Number outstanding	Weighted average remaining contractual life (years)	Weighted average exercise price	Number exercisable		Weighted average exercise price
$				$			$
0.26 – 0.45		2,398,334	3.74	0.35	1,608,330		0.39
0.46 – 0.54		1,455,000	3.28	0.46	1,455,000		0.46
0.55 – 0.93		1,506,667	2.42	0.68	1,506,667		0.68
0.94 – 2.59		1,204,500	1.29	2.17	1,204,500		2.17
		6,564,501	2.89	0.78	5,774,497		0.86

The weighted average share price on the day options were exercised was $0.56 (2013 - $Nil). As at September 30, 2014, there was $49,315 (December 31, 2013 - $102,083) of total unrecognized compensation cost relating to unvested stock options.

The Company used the Black-Scholes option pricing model to determine the fair value of the options with the following assumptions:

	2014	2013

Risk-free interest rate	1.27% - 1.68%	1.40% - 1.66%
Dividend yield	0%	0%
Volatility	87% - 88%	86% - 91%
Forfeiture rate	23%	24%
Estimated expected lives	5 years	5 years

( 19 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

10.

Related party transactions

Shared office expenses

At September 30, 2014, the Company has $3,629,915 due to Minco Silver (December 31, 2013 - $3,584,387) and consisted of the following:

Amount due from Foshan Minco as at September 30, 2014 of $23,891 (December 31, 2013 - $15,847), representing the expenditures incurred by Minco China on behalf of Foshan Minco and shared office expenses.

Amount due to Minco Silver as at September 30, 2014 of $3,653,806 (December 31, 2013 – $3,600,234) representing funds advanced from Minco Silver to Minco Gold to support its operating activities in Canada net of shared head office expenses.

The amounts due are unsecured, non-interest bearing and payable on demand.

At September 30, 2014, the Company has $47,820 due from MBM (December 31, 2013 - $67,418), in relation to shared office expenses. The Company is related to MBM through significant influence of one common director and common management.

The amounts due are unsecured, non-interest bearing and payable on demand.

Funding of Foshan Minco

On August 12, 2011, the Company, Minco Silver and Minco China, entered into a trust agreement in which Minco Gold and Minco China confirmed that they received US$10 million from Minco Silver and Minco China was required to exchange these US dollar funds into RMB in order to increase Foshan Minco’s registered share capital. As at December 31, 2013, all the funds were transferred from Minco China to Minco Yinyuan and Foshan Minco, and this trust agreement was effectively settled.

( 20 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

10.

Related party transactions (continued)

In 2013, Minco Silver advanced US$20 million to Minco China via the Company and Minco Resources in accordance with a trust agreement signed on April 30, 2013, in which Minco Silver agreed to advance US$20 million to Minco China to increase Foshan Minco’s registered share capital. As at September 30, 2014, Minco China held the US $11,223,185 ($12,521,684) (December 31, 2013 – US $12,526,138 ($13,399,210)) and RMB 39,474 ($7,154) (December 31, 2013 – RMB 14,613,570 ($2,556,161)) in trust for Minco Silver.

Key management compensation

Key management includes the Company’s directors and senior management. This compensation is included in exploration costs, and administrative expenses.

For the three and nine months period ended September 30, 2014 and 2013, the following compensation was paid to key management.


Three months ended September 30,			Nine months ended September 30
	2014	2013	2014	2013
	$	$	$	$
Cash remuneration	52,650	92,500	209,102	251,993
Share-based compensation	33,438	155,811	189,591	639,063
	86,088	248,311	398,693	891,058

The above transactions were conducted in the normal course of business.

11.

Fair value measurements

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The investment in Minco Silver is measured at fair value based on quoted market price. Accordingly, these items are included in Level 1 of the fair value hierarchy.

Financial instruments that are not measured at fair value on the balance sheet are represented by cash and cash equivalents, due from related parties, receivables, accounts payable, advance from non-controlling interest, and due to related party. The fair values of these financial instruments approximate their carrying values due to their short term nature.

( 21 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2014 and 2013

(Unaudited, expressed in Canadian dollars, unless otherwise stated)

12.

Geographical information

The Company’s business of exploration and development of mineral interests is considered as operating in one segment. The geographical division of the Company’s non-current assets is as follows:

Non-current assets by geography	September 30, 2014
	Canada	China		Total
	$	$		$
Non-current assets	72,469	92,263	164,732

		December 31, 2013
	Canada		China		Total
	$		$		$
Non-current assets	71,048		158,172	229,220

Minco GOLD Corporation

Management’s Discussion and Analysis

For the three and Nine months ended September 30, 2014

This Management’s Discussion and Analysis (“MD&A”) of Minco Gold Corporation (“we”, “our”, “us”, “Minco Gold” or the “Company”) has been prepared on the basis of available information up to November 12, 2014, should be read in conjunction with the unaudited condensed consolidated interim financial statements and notes thereto prepared by management for the three and nine months ended September 30, 2014 and the audited consolidated financial statements and related notes for the year ended December 31, 2013. The Company’s condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. All references to "$" and "dollars" are to Canadian dollars, all references to “US$” are United States dollars and all references to "RMB" are to Chinese Renminbi.

The Company’s subsidiaries are as follows:

Our wholly-owned subsidiaries include: Minco Mining (China) Co., Ltd. (“Minco China”), Yuanling Minco Mining Ltd (“Yuanling Minco”), Huaihua Tiancheng Mining Ltd. (“Huaihua Tiancheng), and Minco Resource Limited.

The Company, through Minco China, established Tibet Minco on January 29, 2013 for the purpose of potential future transactions.

As at September 30, 2014, the Company owned a 18.45% equity interest in Minco Silver Corporation ("Minco Silver"), a publicly traded company listed on the Toronto Stock Exchange, which through its subsidiary holds title to the Fuwan Silver Project located in Guangdong Province, P.R China.

As at the date of this MD&A, the Company had 50,514,881 common shares and 6,564,501 stock options outstanding, for a total of 57,079,382 common shares outstanding, on a fully diluted basis.

Table of Contents

Highlights for the Period

Projects and Investment in Minco Silver

Results of Operations

Summary of Quarterly Results

Liquidity and Capital Resource

Off – Balance Sheet Arrangements

Transactions with Related Parties

Critical Accounting Estimates

Adoption of New Accounting Standard

( 1 )

10.

Financial Instruments

11.

Risk Factors and Uncertainties

12.

Disclosure Controls and Procedures and Internal Controls over Financing Reporting

13.

Cautionary Statement on Forward Looking Information

Highlights for the Period

During the nine months ended September 30, 2014, the Company has compiled and analyzed the exploration data from last year’s exploration program on the Baimashi area of the Yejiaba project, which is located in the Wudu district of Gansu Province, China. Four drilling targets have been identified, and the Company’s drilling program on the Baimashi area began in early July 2014 and is expected to be completed in the fourth quarter of 2014.

The annual minimum exploration expenditure requirement was increased by the local Administration of Land and Resources in Longnan of the Gansu Province. Given the current economic environment and the Company’s limited financial resources, the Company is unlikely to meet the local minimum exploration expenditure requirement in 2014 for a number of the Longnan exploration permits. If the annual minimum exploration expenditure requirement is not met, the exploration permit may be abandoned or transferred to another party.

In its continuing efforts to dispose of its non-core assets, Minco China entered into a sale agreement on June 28, 2014 to dispose of its interest in Yuanling Minco for RMB 7 million ($1.2 million). Yuanling Minco’s wholly owned subsidiary Huaihua Tiancheng owns the Gold Bull Mountain exploration permit. As at September 30, 2014, Minco China recorded a deposit of RMB 2,100,000 ($380,580) from sale of Yuanling Minco and the process of transferring the titles of Yuanling Minco was the pending receipt of the remaining two payments and the approval by governing authorities. The assets and liabilities have been presented as held for sale on the condensed interim statements of financial position.

Projects and Investment in Minco Silver

The following is a brief discussion of the properties that Minco Gold holds through its subsidiaries and its investment in Minco Silver. Information of a technical or scientific nature respecting the Company's mineral properties ("Technical Information") is primarily derived from the documents referenced herein. Technical Information which appears in this MD&A has been reviewed and approved by Thomas Wayne Spilsbury, an independent director of Minco Silver, in which the Company owned a 18.45% equity interest as at September 30, 2014. Mr. Spilsbury is a Member of the Association of Professional Engineers and Geoscientists of British Columbia (P Geo), a Member of the Australian Institute of Geoscientists and a Fellow of the Australasian Institute of Mining and Metallurgy CP (Geo) and is a "qualified person", as defined in NI 43-101. The Company operates quality assurance and quality control of sampling and analytical procedures.

All sample length information that follows refers to reported sample length; the lengths reported may not necessarily represent true thickness of the mineralization.

2.1

Longnan Projects

( 2 )

Exploration Activities - Longnan Region Projects

The Company’s wholly-owned subsidiary, Minco China, holds ten exploration permits in the Longnan region in the south of Gansu Province in China. The Longnan region is within the southwest Qinling gold field. The Longnan region consists of three projects according to their geographic distribution, type and potential of mineralization.

Yejiaba:

Yangshan:

Includes five exploration permits located in the northeast extension of the Yangshan gold belt and its adjacent area.

Xicheng East: Includes one exploration permit for the east extension of the Xicheng Pb-Zn mineralization belt. The potential in this area is for polymetallic mineralization (gold-silver-lead-zinc).

Yejiaba Project

Semi-regional geochemical anomalies were first delineated by the Company in 2005, extending 10 km along a hydrothermally altered zone that follows a NE trending thrust and regional unconformity.

Subsequent work between 2006 and 2012 has included traverse-line investigations, soil sampling, geologic mapping, geophysical surveys (ground magnetic and IP), trenching and drilling.

To date several targets have been identified and tested including: Shanjinba (Zone 1 and 2), Yaoshang, Fujiawan, Baimashi, Bailuyao, Baojia and Paziba.

The Company started a drilling program on its Baimashi North Target in early July 2014 to test four drilling targets.

Sampling and assaying

( 3 )

Baimashi Target

During 2013, the samples in Table 1 were collected within the Baimashi North and East Target. Out of total samples, 118 trench, 75 soil and 37 rock samples were collected from Baimashi East, but the results of these samples demonstrated the gold values in the Baimashi East are tightly confined to narrow structure and thereby effectively diminished the target’s size and significance. Currently, the Company has no further exploration planned on the Baimashi East target.

All of the exploration to date conducted during 2013 indicates the Baimashi North Target is the only target with good potential to host a substantial bulk tonnage gold deposit.

Table 1. Summary of sample types collected within the Baimashi Targets
	# of Samples	Gold Range (ppm)	Average Au (ppm)
Rock Chip	912	<0.005 – 47.115	0.729
Soil	818	<0.005 – 3.968	0.055
Trench Channels	339	<0.005 – 14.250	0.190
Stream Sediment	41	<0.005 – 0.226	0.015

Baimashi North Target

Gold Mineralization Observed within the Baimashi North Target

Figure1. Outline of Baimashi North Gold Mineralization Zone relative to soil samples results

( 4 )

Figure 2. Outline of Baimashi North Gold Mineralization Zone relative to rock chip results and mineralized structures.

( 5 )

Samples collected within the Baimashi North Target

During the year ended December 31, 2013, 247 rock chip samples, 125 soil samples and 41 stream sediment samples within Baimashi North Target were collected.

Table 2. Summary of rock chip sample results (excludes dumps).
Sample Ranges	Number of Samples	% of Total Samples	Average Au (ppm)	Average As (ppm)	Average Sb (ppm)
>3.0 ppm Au	22	8	8.391	4292	99
1.0-3.0 ppm Au	48	17	1.764	2358	66
0.5-1.0 ppm Au	41	14	0.691	1797	54
0.1-0.5 ppm Au	83	29	0.276	1340	25
<0.1 ppm Au	94	32	0.027	241	8

Table 3. Distribution of gold grades in 247 rock samples collected at Baimashi North Target
Grade Range (ppm Au)	<0.1	0.1 -- 0.5	0.5 -- 2	2 -- 4	4 -- 6	6 -- 8	>8
% of Total	18	32	33	9.3	3.2	1.6	2.4

Table 4. Comparison of Au-As mineralization in major sample types at Baimashi North Target
Sample Type	Ave. Au (ppm)	Ave. As (ppm)	As/Au Ratio
V: Vein/Fault type	2.190	2185	997
D: Dike related	0.951	1726	1815
R: Altered rock type	0.958	1325	1383

( 6 )

Yangshan and Xicheng East

During three and nine months ended September 30, 2014, the Company did not conduct any exploration activities on these two projects.

On December 13, 2013, Minco China entered into an agreement with YDIC pursuant to which the Company agreed to sell two exploration permits in the Xicheng East and Yejiaba area to YDIC for RMB 0.8 million ($140,000). The process of transferring the titles of the two permits to YDIC was not completed as at September 30, 2014 due to the pending approval by Gansu province.

2.2

Changkeng Gold Project

Location

Ownership

Geology, Drilling Program and Resources Estimate

There have been no significant changes in the geology, drilling program and resource estimate during the nine months ended September 30, 2014 and as at the MD&A date compared to the year ended December 31, 2013.

( 7 )

2.3

Investment in Minco Silver Corporation

As at September 30, 2014, the Company owned 11,000,000 common shares of Minco Silver (December 31, 2013 - 13,000,000 common shares) that were acquired in 2004 in exchange for the transfer of the Fuwan property and the silver interest in the Changkeng property. As at September 30, 2014, the Company owned 18.45% (December 31, 2013 – 21.91%) equity interest in Minco Silver.

For current developments on the Fuwan Silver Project held by Minco Silver, refer to Minco Silver's MD&A available on SEDAR at www.sedar.com.

Investment in Minco Silver is as follows:

September 30, 2014		December 31, 2013
$		$
Investment in associate	-		13,368,836
Available-for-sale investment	10,340,000		-
	10,340,000		13,368,836

Investment in associate

On April 22, 2014, the Company sold 2,000,000 common shares of Minco Silver for cash proceeds of $1,500,000 which decreased the Company’s equity interest in Minco Silver from 21.81% to 18.45%. As a result of this transaction, the Company concluded that it no longer had significant influence over Minco Silver, as it did not own more than 20% of Minco Silver’s outstanding common shares, and therefore, equity accounting for our investment in Minco Silver was no longer applicable.

Available-for-sale investment

2.4

Tugurige Gold Project

As at September 30, 2014, the Company had received RMB 9 million in total ($1,521,490) and did not recognize the remaining RMB 5 million ($865,711) balances due under the legal settlement due to the uncertainty of collectability. In the event of non-payment of the final settlement amount, Minco China has reserved the right to take further legal action.

2.5

Gold Bull Mountain Project

Yuanling Minco’s wholly owned subsidiary Huaihua Tiancheng owns the Gold Bull Mountain exploration permit, which was renewed for a two-year period ending on June 28, 2015.

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On June 28, 2014, Minco China entered into a sale agreement to dispose of its interest in Yuanling Minco for RMB 7 million ($1.2 million).

The buyer will make the following payments to Minco China:

30% of the selling price within 7 days from the date of signing this agreement (received);

ii)

55% of the selling price prior to the formal transfer request being submitted to the governing authorities; and

iii)

15% upon completing the transfer and obtaining all governing authorities’ approval.

As at September 30, 2014, the Company recorded a deposit from sale of subsidiary of RMB 2,100,000 ($380,580).

Results of Operations

3.1

Exploration Costs

The following is a summary of exploration costs incurred by each project:

	Three months ended September 30,		Nine months ended September 30,		Accumulative to September 30,
Currently active properties:	2014	2013	2014	2013	2014
	$	$	$	$	$
Gansu
- Longnan	231,160	259,709	602,373	742,046	11,448,623
Guangdong
- Changkeng (*)	112,576	213,409	222,272	(392,862)	8,140,539
Hunan
- Gold Bull Mountain	4,309	5,615	29,744	18,275	2,265,985
Guangdong
- Sihui	-	-	524	1,644	4,993

Total	348,045	478,733	854,913	369,103	21,860,140

During the three and nine months ended September 30, 2014, the Company did not conduct any exploration activities on the Gold Bull Mountain project, except for maintaining the exploration permits.

(*) During the three and nine months ended September 30, 2013, the Company recorded a refund from 757 Exploration Team of $622,293 for certain exploration costs incurred during the early stage of the Changkeng gold project. The refunded amount was recorded as an exploration cost recovery.

3.2

Administrative Expenses

The Company’s administrative expenses include overhead associated with administering and financing the Company’s exploration activities.

For the three months ended September 30, 2014, the Company incurred a total of $372,313 of administrative expenses (2013 - $596,239).

For the nine months ended September 30, 2014, the Company incurred a total of $1,421,317 of administrative expenses (2013 - $2,125,233).

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The following table is a summary of the Company’s administrative expenses for the three months and nine months ended September 30, 2014 and 2013.

	Three months ended September 30,		Nine months ended September 30,
	2014	2013	2014	2013
Administrative expenses	$	$	$	$
Accounting and audit	29,193	6,820	79,599	87,009
Amortization	15,227	18,002	51,354	50,418
Consulting	2,060	2,240	9,204	27,920
Directors’ fees	10,188	13,000	41,188	38,749
Foreign exchange loss (gain)	9,912	(2,450)	6,984	11,282
Investor relations	4,505	30,946	23,712	106,077
Legal and regulatory and filing	26,004	34,742	86,888	118,049
Office administration expenses	80,887	77,505	288,746	273,837
Property investigation	18,354	33,128	56,836	94,089
Salaries and benefit	116,802	136,449	464,306	400,995
Share-based compensation	43,528	212,457	265,553	851,822
Travel and transportation	15,653	33,400	46,947	64,986
	372,313	596,239	1,421,317	2,125,233

Significant changes in expenses are as follows:

Accounting and auditing

Accounting and auditing expenses for the three months ended September 30, 2014 were $29,193 compared to $6,820 for the comparative period of 2013. The increase was due to an adjustment recorded in 2013 for over accrued audit fees.

Accounting and auditing expenses for the nine months ended September 30, 2014 were $79,599 compared to $87,009 for the comparative period of 2013. The decrease was due to reduced audit fees.

Consulting fees

Consulting fees for the three months ended September 30, 2014 were $2,060, which was consistent with the $2,240 for the comparative period of 2013.

Consulting fees for the nine months ended September 30, 2014 were $9,204 compared to $27,920 for the comparative period of 2013. The decrease was due to the reduction in the use of external consultants in China.

Investor relations

Investor relations expenses for the three months ended September 30, 2014 were $4,505 compared to $30,946 for the comparative period of 2013. The decrease was primarily due to the reduction in the use of external consultants and also the resignation of the Company’s Vice President of Corporate Communication in the third quarter of 2013.

Investor relations expenses for the nine months ended September 30, 2014 were $23,712 compared to $106,077 for the comparative period of 2013. The decrease was due to the same reason described above.

Legal, regulatory and filing

Legal, regulatory, and filing expenses for the three months ended September 30, 2014 were $26,004 compared to $34,742 for the comparative period of 2013. The decrease was due to the Company reducing use of its external legal counsel to assist with regulatory compliance.

Legal, regulatory and filing expenses for the nine months ended September 30, 2014 were $86,888 compared to $118,049 for the comparative period of 2013. The decrease was mainly due to the same reason described above.

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Property investigation

Property investigation expenses for the three months ended September 30, 2014 were $18,354 compared to $33,128 for the comparative period of 2013. The decrease was due to the Company’s Vice President of Business Development reducing his time spent on the Company’s operations during the first half of 2014.

Property investigation expenses for the nine months ended September 30, 2014 were $56,836 compared to $94,089 for the comparative period of 2013. The decrease was due to the same reason described above.

Salaries and benefit

Salaries and benefit expenses for the three months ended September 30, 2014 were $116,802 compared to $136,449. The decrease was due to the departure of the Company’s former CFO during the second quarter of 2014.

Salaries and benefit expenses for the nine months ended September 30, 2014 were $464,306 compared to $400,995. The increase was due to the benefit paid/accrued for the departure of the Company’s former CFO, and also due to severance paid for termination of employees in China during the first quarter of 2014. In addition, the Company recovered salary expenses of $29,000 from Minco Base Metals Corporation (“MBM”) during the first quarter of 2013.

Share-based compensation

Share-based compensation expense for the three months ended September 30, 2014 was $43,528 compared to $212,457 for the comparative period of 2013. The decrease was due to the reduced number of options and reduced value per stock option granted in 2014 compared to 2013.

Share-based compensation expense for the nine months ended September 30, 2014 was $265,553 compared to $851,822 for the comparative period of 2013. The decrease was due to the same reason described above.

3.3

Finance and Other Income (Expense)

For the nine months ended September 30, 2014, the finance income was $9,211 compared to $103,499 for the comparative period of 2013. The decrease was due to the funds being used to settle the final payment of the Changkeng Exploration Permit in May 2013.

3.4

Income Tax Expense (Recovery)

Deferred income tax expense (recovery) for the three and nine months ended September 30, 2014 was $85,800 and a recovery of $200,200 respectively compared to $nil in 2013. Deferred income tax expense (recovery) was related to the change in deferred income tax assets recognized, which was primarily affected by the change in unrealized losses and gains in the equity investment in Minco Silver.

Summary of Quarterly Results

		Loss per share
Period ended	Net loss attributable to shareholders	Basic	Diluted
09-30-2014	(741,567)	(0.01)	(0.01)
06-30-2014 (**)	(2,519,526)	(0.05)	(0.05)
03-31-2014	(904,665)	(0.02)	(0.02)
12-31-2013	(637,398)	(0.01)	(0.01)
09-30-2013	(1,370,204)	(0.02)	(0.02)
06-30-2013	(826,767)	(0.02)	(0.02)
03-31-2013(*)	(310,156)	(0.01)	(0.01)
12-31-2012	(1,386,778)	(0.03)	(0.03)

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(*) Net loss decreased to $0.3 million for the period ended March 31, 2013 mainly due to the Company recognizing a gain on legal settlement of $0.8 million.

(**) Net loss increased to $2.5 million for the period ended September 30, 2014 mainly due to the loss on partial disposition of investment in Minco Silver of $0.4 million and loss on derecognition of investment in Minco Silver of $1.6 million.

Liquidity and Capital Resources

5.1

Cash Flows

Nine months ended September 30,
	2014	2013
	$	$
Operating activities	(1,593,074)	(5,346,471)
Investing activities	2,206,333	6,040,039
Financing activities	329,304	1,200,000

Operating activities

For the nine months ended September 30, 2014, the Company used cash of $1,594,074 in operating activities compared to cash of $5,346,471 used in the comparative period of 2013. The decrease was primarily due to the final payment of RMB 25.2 million ($4.28 million) for the Changkeng Exploration Permit paid to 757 Exploration Team in 2013.

Investing activities

For the nine months ended September 30, 2014, the Company received RMB 4 million ($720,095) proceeds from the legal settlement with the 208 Team and also proceeds of $1,500,000 from the disposition of Minco Silver’s shares.

Investing activities during the nine months ended September 30, 2013 included the redemption of short-term investments of $5.2 million and proceeds of RMB 5 million ($801,395) received from the legal settlement with the 208 Team.

Financing activities

For the nine months ended September 30, 2014, the Company received $Nil advanced by Minco Silver and $255,971 advanced by minority shareholders of Mingzhong compared to $1,200,000 advanced by Minco Silver for the Comparative period of 2013. In addition, the proceeds of $73,333 was received during the period of 2014 from the stock option exercised compared to $Nil for the comparative period of 2013.

5.2

Capital Resources and Liquidity Risk

As at September 30, 2014, the Company had cash of $2,079,754 held by the Company’s Chinese subsidiaries. The Company may face delays repatriating funds held in China if at any time the Company requires additional resources to enable it to undertake projects elsewhere in the world.

The Company is exposed to liquidity risk, which is the risk that the Company may encounter difficulty in settling its commitments when due including the continued forbearance to the amounts due to Minco Silver. In managing this risk, management determined that the Company’s cash balance as at September 30, 2014 of $2.8 million along with any proceeds raised through the sale of its investment in Minco Silver or through the sale of non-core assets would be sufficient to meet its cash requirements for the Company’s administrative overhead and to maintain its mineral interest throughout the next 12 months.

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5.3

Contractual Obligations

The Company`s contractual obligations are related to a cost sharing agreement between the Company, Minco Silver and MBM, related parties domiciled in Canada, which outlines shared expenses incurred by the three companies including consulting and rental expenses.

The cost sharing agreement is renegotiated or amended by the parties annually.

	Payments due by period
Contractual obligations	Total	Less than 1 year	1-3 years	4-5 years	After 5 years
	$	$	$	$	$
Operating leases (1)	206,179	46,825	159,354	-	-
Other obligations (2)	4,955,910	4,955,910	-	-	-
Total contractual obligations	5,162,089	5,002,735	159,354	-	-

(1)

Office rental payments – Canada and China

(2)

Due to related parties, and other financial liabilities

Off -Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Transactions with Related Parties

Shared expenses

Minco Silver and Minco Gold share offices and certain administrative expenses in Beijing and Minco Silver, MBM and Minco Gold share offices and certain administrative expenses in Vancouver.

At September 30, 2014, the Company had $3,629,915 due to Minco Silver (December 31, 2013 – $3,584,387) and consisted of the following:

Amount due to Minco Silver as at September 30, 2014 was $3,653,806 (December 31, 2013 – $3,600,234) representing funds advanced from Minco Silver to Minco Gold to support its operating activities in Canada net of shared head office expenses.

The amounts due are unsecured, non-interest bearing and payable on demand.

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Funding of Foshan Minco

Minco Silver cannot invest directly in Foshan Minco as Foshan Minco is legally owned by Minco China. All funding supplied by Minco Silver for exploration of the Fuwan Project must first go through Minco China via the Company to comply with Chinese Law. In the normal course of business, Minco Silver uses trust agreements when providing cash, denominated in US dollars, to Minco China via the Company for the purpose of increasing the registered capital of Foshan Minco. Minco China is a registered entity in China; however it is classified as being a wholly foreign owned entity and therefore can receive foreign investment. Foshan Minco is a Chinese company with registered capital denominated in RMB and therefore can only receive domestic investment from Minco China. Increase to the registered capital of Foshan Minco must be denominated in RMB.

As at September 30, 2014, Minco China held US $11,223,185 ($12,521,684) (December 31, 2013 – US $12,526,138 ($13,399,210)) and RMB 39,474 ($7,154) (December 31, 2013 – RMB 14,613,570 ($2,556,161)) in trust for Minco Silver.

Key management compensation

Key management includes the Company’s directors and senior management. This compensation is included in exploration costs and administrative expenses.

For the three and nine months ended September 30, 2014 and 2013, the following compensation was paid to key management:

Three months ended September 30,			Nine months ended September 30
	2014	2013	2014	2013
	$	$	$	$
Cash remuneration	52,650	92,500	209,102	251,995
Share-based compensation	33,438	155,811	189,591	639,063
Total	86,088	248,311	398,693	891,058

The above transactions were conducted in the normal course of business.

Critical Accounting Estimates

Investment in Minco Silver

Significant Influence

On April 22, 2014, the Company determined that we no longer held significant influence over Minco Silver, as we did not own more than 20% of Minco Silver’s outstanding common shares, and therefore, equity accounting for our investment in Minco Silver was no longer applicable. The Company and Minco Silver continue to have a board member and the CEO in common. The investment in Minco Silver was subsequently classified as available-for-sale financial asset.

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Impairment

At each reporting date, we conduct a review to determine whether there are any indications of impairment. This determination requires significant judgment. In making this judgment, we evaluate, among other factors, the duration and extent to which the fair value of the investment in Minco Silver is less than its cost if applicable.

Management has assessed for impairment indicators on the Company’s investment in Minco Silver and has concluded that no impairment indicators existed as of September 30, 2014.

Liquidity risk

The Company is exposed to liquidity risk, which is the risk that the Company may encounter difficulty in settling its commitments when due. In managing this risk, management determined that the Company’s cash balance as at September 30, 2014 of $2.7 million combined with any proceeds raised through the sale of its investment in Minco Silver or through the sale of non-core assets would be sufficient to meet its cash requirements for the Company’s administrative overhead and to maintain its mineral interest for the next 12 months.

Adoption of New Accounting Standard

Effective January 1, 2014, the Company adopted the following standard.

IFRIC 21 - Levies

10.

Financial Instruments

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	September 30,		December 31,
		2014	2013
Loans and receivables		$	$
Cash and cash equivalents		2,789,450	1,797,809
Receivables		24,978	715,649
Due from related parties		47,820	67,418
Available-for-sale
Investment in Minco Silver		10,340,000	-
Other liabilities
Account payable		501,197	552,177
Advance from non-controlling interest		434,948	167,920
Due to related party		3,629,915	3,584,387

The investment in Minco Silver is measured at fair value based on quoted market price.

Financial instruments that are not measured at fair value on the balance sheet are represented by cash and cash equivalents, due from related parties, receivables, and accounts payable, advance from non-controlling interest and due to related party. The fair values of these financial instruments approximate their carrying values due to their short term nature.

Financial risk factors

Credit risk

Cash and cash equivalents – In order to manage credit and liquidity risk the Company places its cash with major financial institutions in the PRC (not subject to deposit insurance) and one major bank in Canada (subject to deposit insurance up to $100,000). At September 30, 2014, the balance of $2,789,450 (December 31, 2013 - $1,797,809) was placed with a few institutions.

Price risk

Financial instrument that expose the Company to price risk is the equity investment in Minco Silver.

We hold common shares of Minco Silver which is measured at fair value, being the closing bid price at the reporting date. We are exposed to changes in share prices which would result in gains and losses being recognized in total comprehensive income or loss. A +/- 10% in share prices would have a +/- $1.1 million impact on total comprehensive income or loss.

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Foreign exchange risk

Interest rate risk

The effective interest rate on financial liabilities (accounts payable) ranged up to 1%. The interest rate risk is the risk that the fair value of future cash flows of a financial instrument fluctuates because of changes in market interest rates. Cash and short-term investments entered into by the Company bear interest at a fixed rate thus exposing it to the risk of changes in fair value arising from interest rate fluctuations. Short term investments are invested in high grade, highly liquid instruments and expose the Company to variable interest rate fluctuations. A 1% increase in the interest rate in Canada will have a net (before tax) income effect of $27,895 (December 31, 2013- $17,978), assuming the foreign exchange rate remains constant.

11.

Risks Factors and Uncertainties

A comprehensive discussion of risk factors is included in the Company's annual report on Form 20-F for the year ended December 31, 2013, dated March 28, 2014, available on SEDAR at www.sedar.com.

The annual minimum exploration expenditure requirement was increased by the local Administration of Land and Resources in Longnan of the Gansu Province. Given the current economic environment and the Company’s limited financial resources, the Company is unlikely to meet the local minimum exploration in 2014 for a number of the Longnan exploration permits. If the annual minimum exploration expenditure requirement is not met, the exploration permit may be abandoned or transferred to another party.

12.

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

The control framework used to design the Company’s internal control over financial reporting is the Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). On May 14, 2013, COSO published an updated Internal Control – Integrated Framework (“Updated Framework”), which is applicable after December 15, 2014. We are evaluating the Updated Framework and do not expect any significant changes to our internal controls over financial reporting system as a result of using the Updated Framework.

During the nine months ended September 30, 2014, there have been no material changes in the Company’s internal control over financial reporting.

13.

Cautionary Statement on Forward-Looking Information

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MGHCF Minco Capital Corporation (QB)