Report of Foreign Issuer (6-k)

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: August 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.

1.

Minco Gold Corporation’s Financial Statements For the Three Months Ended March 31, 2015

A copy of Minco Gold Corporation’s Consolidated Interim Financial Statements for the three months ended March 31, 2015

Minco Gold Corporation’s Financial Statements For the Six Months Ended June 30, 2015

A copy of Minco Gold Corporation’s Consolidated Interim Financial Statements for the six months ended June 30, 2015

2.

Exhibits

2.1

Minco Gold Corporation’s Consolidated Interim Financial Statements for the three months ended March 31, 2015

2.2 Management’s Discussion & Analysis for the three months ended March 31, 2015

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 six months ended June 30, 2015

2.5 Management’s Discussion & Analysis for the six months ended June 30, 2015

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: August 20, 2015		/s/ Jennifer Trevitt
		Jennifer Trevitt
		Corporate Secretary

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2015 and 2014

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

( 1 )

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

May 13, 2015

( 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 - 21

1 General information and liquidity risk	9
2 Basis of preparation	9
3 Critical accounting estimates and judgments	10
4 Cash and cash equivalents	11
5 Mineral interests	11
6 Equity investment in Minco Silver Corporation	13
7 Gain on legal settlement	15
8 Non-controlling interest	16
9 Share capital	17
10 Related party transactions	18
11 Geographical information	20
12 Fair value measurements	20

( 3 )

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Statements of Financial Position

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


	March 31,	December 31,
	2015	2014
Assets	$	$
Current assets
Cash and cash equivalents (note 4)	1,345,115	2,117,038
Receivables	257,395	103,174
Due from related parties (note 10)	-	47,696
Prepaid expenses and deposits	278,284	140,956
	1,880,794	2,408,864

Long-term deposit	51,277	51,277
Property, plant and equipment	103,029	125,298
Equity investment in Minco Silver (note 6)	5,390,000	6,820,000
	7,425,100	9,405,439
Liabilities
Current liabilities
Accounts payable and accrued liabilities	356,390	444,914
Advance from non-controlling interest (note 5(a))	496,750	453,463
Due to related party (note 10)	3,590,756	3,603,848
	4,443,896	4,502,225
Equity
Equity attributable to owners of the parent
Share capital (note 9(a))	41,903,082	41,882,757
Contributed surplus	9,184,326	9,179,213
Accumulated other comprehensive income	3,038,766	1,183,086
Deficits	(56,141,077)	(52,330,354)
	(2,014,903)	(85,298)
Non-controlling interests (note 8)	4,996,107	4,988,512
Total equity	2,981,204	4,903,214
	7,425,100	9,405,439


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 months ended March 31, 2015, and 2014

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


	Three months ended March 31,
	2015	2014
	$	$
Exploration costs (note 5)	264,934	269,886

Administrative expenses
Accounting and audit	24,145	22,118
Amortization	16,771	18,396
Consulting	8,418	4,880
Directors’ fees	19,000	18,000
Foreign exchange loss	22,443	4,848
Investor relations	5,783	9,530
Legal and regulatory	41,164	33,809
Office and miscellaneous	121,524	123,962
Property investigation	25,665	19,925
Salaries and benefits	126,872	152,561
Share-based compensation (note 9(b))	13,348	122,340
Travel and transportation	23,283	17,411
	448,416	547,780
Operating loss	(713,350)	(817,666)
Finance income	8,159	1,018
Gain on legal settlement (note 7)	51,745	-
Impairment of equity investment in Minco Silver (note 6)	(3,466,674)	-
Share of gain (loss) from equity investment in Minco Silver (note 6)	283,699	(55,274)
Dilution loss (note 6)	-	(78,177)
Net loss for the period	(3,836,421)	(950,099)
Net loss attributable to:
Shareholders of the Company	(3,810,723)	(904,665)
Non-controlling interest	(25,698)	(45,434)
	(3,836,421)	(950,099)
Loss per share
Basic and diluted	(0.08)	(0.02)
Weighted average number of common shares outstanding Basic and diluted	50,536,264	50,436,548

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 months ended March 31, 2015, and 2014

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


	2015	2014
	$	$
Net loss for the period	(3,836,421)	(950,099)
Other comprehensive income (loss)
Items that may be reclassified subsequently to profit or loss:
Share of other comprehensive income of investments accounted for using the equity method	1,752,975	226,158
Exchange differences on translation from functional to presentation currency	135,998	56,357

Total comprehensive loss for the period	(1,947,448)	(667,584)
Comprehensive income (loss) attributable to:
Shareholders of the Company	(1,955,043)	(632,843)
Non-controlling interest	7,595	(34,741)
	(1,947,448)	(667,584)

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 three months ended March 31, 2015, and 2014

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

		Attributable to equity owner of the Company
	Number of shares	Share capital	Contributed surplus	Accumulated other comprehensive income	Deficits	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)	6,817,675	5,124,196	11,941,871
Net loss for the period	-	-	-	-	(904,665)	(904,665)	(45,434)	(950,099)
Other comprehensive income	-	-	-	271,821	-	271,821	10,693	282,514
Proceeds on issuance of shares from exercise of options	150,000	117,435	(48,435)	-	-	69,000	-	69,000
Share-based compensation	-	-	122,340	-	-	122,340	-	122,340
Balance - March 31, 2014	50,498,215	41,875,472	9,006,917	1,374,639	(45,880,857)	6,376,171	5,089,455	11,465,626

Balance - January 1, 2015	50,514,881	41,882,757	9,179,213	1,183,086	(52,330,354)	(85,298)	4,988,512	4,903,214

Net loss for the period	-	-	-	-	(3,810,723)	(3,810,723)	(25,698)	(3,836,421)
Other comprehensive income	-	-	-	1,855,680	-	1,855,680	33,293	1,888,973
Proceeds on issuance of shares from exercise of options	46,500	20,325	(8,235)	-	-	12,090	-	12,090
Share-based compensation	-	-	13,348	-	-	13,348	-	13,348
Balance - March 31, 2015	50,561,381	41,903,082	9,184,326	3,038,766	(56,141,077)	(2,014,903)	4,996,107	2,981,204

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 three months ended March 31, 2015, and 2014

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



	Three months ended March 31,
	2015	2014
Cash flow provided by (used in)	$	$
Operating activities
Net loss for the period (3,836,421)		(950,099)
Adjustments for:
Amortization	16,771	18,396
Equity loss on investment in Minco Silver	(283,699)	55,274
Impairment of equity investment in Minco Silver	3,466,674	-
Dilution loss	-	78,177
Foreign exchange loss	22,635	5,612
Gain on legal settlement (note 7)	(51,745)	-
Share-based compensation (note 9 (b))	13,348	122,340
Changes in items of working capital:
Receivables	(40,299)	(64,606)
Due to/from related parties	37,929	(96,736)
Prepaid expenses and deposits	(134,248)	(38,593)
Accounts payable and accrued liabilities	(147,174)	(99,880)
Net cash used in operating activities	(936,229)	(970,115)
Investing activities
Proceeds from legal settlement (note 7)	-	720,095
Property, plant and equipment	-	(1,026)
Net cash generated from investing activities	-	719,069
Financing activities
Proceeds from stock option exercises	12,090	69,000
Advanced from Minco Silver Corporation	-	100,000
Net cash generated from financing activities	12,090	169,000
Effect of exchange rate changes on cash	152,216	39,377
Decrease in cash and cash equivalents	(771,923)	(42,669)
Cash and cash equivalents- Beginning of period	2,117,038	1,797,809
Cash and cash equivalents- End of period	1,345,115	1,755,140
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 months ended March 31, 2015, and 2014

(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 March 31, 2015, Minco Gold owned a 18.45% (December 31, 2014 – 18.45%) equity interest in Minco Silver Corporation (“Minco Silver”). Minco Silver was incorporated in British Columbia, Canada.

The Company is an exploration company and therefore has no source of revenues. As such, during the three months ended March 31, 2015, the Company incurred a net loss of $3,836,421, had accumulated deficit of $56,141,077 and a working capital deficit of $2,563,102. 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 March 31, 2015 of $1.3 million combined with any cash proceeds raised through the sale of equity interests in Minco Silver or through the sale of exploration properties 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 months ended March 31, 2015, and 2014

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

2.

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 Minco Silver. These assets are held for the exclusive benefit of Minco Silver and have not been included in these condensed consolidated interim financial statements.

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, 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 consolidated annual financial statements for the year ended December 31, 2014.

These financial statements were approved by the board of directors for issue on May 13, 2015.

3.

Critical accounting estimates and judgments

Impairment

At each reporting date, management conducts a review to determine whether there is any objective evidence that the investment in associate is impaired. This determination requires significant judgment. In making this judgment, management evaluates among other factors, the duration and extent to which the recoverable amount of the investment in Minco Silver is less than its carrying value.

If the recoverable amount is less than the carrying value, the company recognizes an impairment loss in the statement of loss.

Management evaluated its investment in Minco Silver for impairment and due to the significant decline in the market value of the Minco Silver shares relative to its carrying value, the company has recognized an impairment loss during the period of $3,466,674.

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, based on management’s judgment, it was determined that the Company’s cash balance as at March 31, 2015 of $1.3 million combined with any cash proceeds raised through the sale of equity interests in Minco Silver or through the sale of exploration properties would be sufficient to meet its cash requirements for the Company’s budgeted administrative overhead and to maintain its mineral interest throughout the next twelve months.

( 10 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2015, and 2014

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

4.

Cash and cash equivalents

As at March 31, 2015, 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 2.86%.

As at March 31, 2015, cash of $1,296,483 (RMB 6,263,829) (December 2014 - $1,761,321 (RMB 9,321,970)) 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.

5.

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 ($622,293) 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.

As at March 31, 2015, the Company received funds of RMB 2,400,000 ($496,750) 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.

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

( 11 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2015, and 2014

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

5.

Mineral interests (continued)

The Longnan region consists of three projects according to their geographic distribution, type and potential of mineralization:

i) Yangshan: including four 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 $11.9 million on exploration costs on the Longnan project as at March 31, 2015 (December 31, 2014 - $11.7 million).

The Company has submitted the renewal application for the four exploration permit for Yejiaba and one exploration permit for Xicheng East that were originally set to expire on February 4, 2014. The renewal applications are currently being processed by the Ministry of Land and Resources.

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 ($150,000). 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 March 31, 2015.

On December 26, 2014, Minco China entered into an agreement with Beijing Runlong Investment Limited Company (“Beijing Runlong”) in which the Company agreed to sell four exploration permits in the Yangshan area to Beijing Runlong for total cash proceeds of RMB 3,200,000 ($604,618). The process of transferring the titles to the four permits to Beijing Runlong was pending approval by Gansu province and the proceeds was not received as at March 31, 2015.

Beijing Runlong will make the following payments to Minco China:

i)

5% of the total cash proceeds within 20 working days from the date of signing the agreement;

ii)

45% of the total cash proceeds upon receiving the approval of the transfer from the Provincial land and resources administrative authority, before submitting to the Ministry of Land and Resources; and

iii)

50% of the total cash proceeds within 5 days upon receiving the approved exploration rights license.

c) Hunan – Gold Bull Mountain

Minco China’s wholly owned subsidiary Yuanling Minco owns the Gold Bull Mountain Exploration permit. The permit expires on June 28, 2015.

( 12 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2015, and 2014

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

5.

Mineral interests (continued)

d) Guangdong - Sihui

Minco China holds an exploration permit in Guangdong Sihui in China. The Company has decided not to renew the Sihui exploration permit, which expired on February 3, 2015.

The Company continues its efforts to dispose of its 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 recoveries, incurred by each project:

	Three months ended March 31,		Cumulative to March 31,
	2015	2014	2015
	$	$	$
Currently active properties:
Gansu
- Longnan	192,071	173,647	11,932,968
Guangdong
- Changkeng	62,647	84,665	8,225,698
Hunan
- Gold Bull Mountain	10,110	11,043	2,283,212
Guangdong
- Sihui	106	531	6,100

Total	264,934	269,886	22,447,978

6.

Equity investment in Minco Silver Corporation

On April 22, 2014, the Company sold 2,000,000 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%.

On April 22, 2014, the Company determined that it continued to hold significant influence over Minco Silver despite the Company owning less than 20 percent of the voting rights of Minco Silver’s outstanding common shares. The Company has the ability to influence Minco Silver through its board representation, common CEO and shared management positions between the Company and Minco Silver.

As at March 31, 2015, the Company owned 11,000,000 common shares of Minco Silver (December 31, 2014 - 11,000,000 common shares) that were acquired in 2004 in exchange for the transfer of the Fuwan property and the silver interest in the Changkeng property.

In the first quarter of 2015, the Company determined that due to a significant decline in the market value of Minco Silver’s common shares, the recoverable amount of its investment was less than its carrying amount. As a result, the Company recognized an impairment loss of $3,466,674, which represents the difference between the carrying value of the investment and its recoverable amount. The fair value less costs of disposal based on the quoted market price of Minco Silver’s shares at March 31, 2015 was used as the recoverable amount.

( 13 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2015, and 2014

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

6.

Equity investment in Minco Silver Corporation (continued)

	2015	2014
	$	$
As at January 1, Equity investment in Minco Silver	6,820,000	13,368,836
Dilution loss	-	(78,177)
Share of associates income (loss)	283,699	(321,972)
Share of other comprehensive income of investments accounted for using the equity method	1,752,975	115,462
Partial disposition	-	(2,058,333)
Impairment loss	(3,466,674)	(4,205,816)
As at March 31, 2015 and December 31, 2014 Equity investment in Minco Silver	5,390,000	6,820,000

The following is a summary of Minco Silver’s balance sheet and reconciliation to carrying amounts as at March 31, 2015 and December 31, 2014:

	March 31,	December 31,
	2015	2014
	$	$
Current assets	67,954,642	60,520,799
Mineral interests	35,017,186	31,621,827
Property, plant and equipment	433,290	422,012
Current liabilities	136,496	419,592
Shareholders' equity	103,268,621	92,145,046
Reconciliation to carrying amounts:

Minco Gold’s share in percentage	18.45%	18.45%
Minco Gold’s share in $	19,053,061	17,000,761
Differences between Minco Gold’s share and carrying value	(13,663,061)	(10,180,761)
Carrying value of investment in Minco Silver	5,390,000	6,820,000
Market value of Minco Silver shares	5,390,000	6,820,000

( 14 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2015, and 2014

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

6.

Equity investment in Minco Silver Corporation (continued)

The following is a summary of Minco Silver’s income statement for the three months ended March 31, 2015 and 2014:

	Three months ended March 31, 2015	Three months ended March, 2014
	$	$
Operating income (expenses)	694,625	(441,388)
Net income (loss) for the period	1,537,937	(252,849)
Other comprehensive income for the period	9,502,918	1,034,552
Comprehensive income for the period	11,040,855	781,703

7.

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. The Company received RMB 4 million ($720,095) in January 2014.

On January 4, 2015, Minco China engaged a Chinese law firm to recommence legal action against 208 Team to recover the remaining RMB 5 million ($1,034,897) unpaid balance on a contingent fee basis whereby the Company will pay the Chinese law firm 50% of the net amount recovered.

On May 6, 2015, Minco China reached an agreement to settle its claim against the 208 Team for an amount of RMB 5.5 million ($1,138,472). The payments are to be received in following manner:

i)

On the signing date of the agreement- RMB 500,000 ($103,490) (received)

ii)

On or before June 17, 2015- RMB 2,000,000 ($413,993)

iii)

On or before August 7, 2015- RMB 3,000,000 ($620,989)

As at March 31, 2015, Minco China recognized a receivable of RMB 500,000 ($103,498) (settled subsequent to period end) and the remaining RMB 5 million ($1,034,982) balance due under the legal settlement was not recognized due to the uncertainty of collectability. Minco China recognized a gain on the legal settlement, net of accrued legal fees, of RMB 250,000 ($51,745) during the three months ended March 31, 2015.

( 15 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2015, and 2014

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

8.

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

	March 31,	December 31,
	2015	2014
	$	$
NCI percentage	49%	49%
Current assets	1,297,408	1,234,149
Current liabilities	(1,444,972)	(1,321,620)
	(147,564)	(87,471)
Non-current asset	38,898	37,384
Net assets	(108,666)	50,087
Accumulated non-controlling interests	4,996,107	4,988,512

Summarized income statement

For the period ended	March 31,	March 31,
	2015	2014
	$	$
Net loss	(52,446)	(92,722)
Other comprehensive income	67,947	21,824
Total comprehensive income (loss)	15,501	(70,898)
Loss allocated to NCI	(25,698)	(34,741)

Summarized cash flows

For the period ended	March 31,	March 31,
	2015	2014
	$	$
Cash flows from operating activities	(141,200)	(481,718)
Cash flows from financing activities	-	-
Effect of exchange rate changes on cash	113,417	22,669

( 16 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2015, and 2014

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

9.

Share capital

a.

Common shares and contributed surplus

Authorized: 100,000,000 common shares without par value

b.

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 three months ended March 31, 2015, the Company did not grant any stock options.

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.

Minco Gold recorded $13,348 in share-based compensation expense for the three months ended March 31, 2015 (March 31, 2014 - $122,340).

A summary of the options outstanding is as follows:

	Number outstanding	Weighted average exercise price
		$
January 1, 2014	6,853,167	0.86

Granted	1,270,000	0.26
Exercised	(166,666)	0.44
Forfeited	(836,000)	0.94
Expired	(660,000)	0.48

Balance, December 31, 2014	6,460,501	0.79

Exercised	(46,500)	0.26
Forfeited	(575,500)	0.66

Balance, March 31, 2015	5,838,501	0.80

The weighted average share price on the date of exercise was $0.30 in 2015 (2014 - $0.57). As at March 31, 2015, there was $11,759 (2014- $24,854) of total unrecognized compensation cost relating to unvested stock options.

( 17 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2015, and 2014

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

9.

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	2,089,334	3.26	0.35	1,723,998	0.37
0.46 - 0.93	2,626,667	2.33	0.58	2,626,667	0.58
0.94 – 2.59	1,122,500	0.79	2.17	1,122,500	2.17
	5,838,501	2.37	0.80	5,473,165	0.84

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

	2015	2014

Risk-free interest rate	-	1.39% - 1.68%
Dividend yield	-	0%
Volatility	-	87% - 88%
Forfeiture rate	-	23%
Estimated expected lives	-	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.

10.

Related party transactions

Shared office expenses

a)

Minco Silver and Minco Gold share offices and certain administrative expenses in Beijing and Minco Silver, Minco Base Metals Corporation (“MBM”), a company with which the Company’s CEO has significant influence over, and Minco Gold share offices and certain administrative expenses in Vancouver.

At March 31, 2015 the Company had $3,590,756 due to Minco Silver (December 31, 2014 – $3,603,848) and consisted of the following:

( 18 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2015, and 2014

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

10.

Related party transactions (continued)

Amount due from Foshan Minco as at March 31, 2015 of $45,612 (December 31, 2014 - $35,101), representing the expenditures incurred by Minco China on behalf of Foshan Minco and shared office expenses.

Amount due to Minco Silver as at March 31, 2015 of $3,636,368 (December 31, 2014 – $3,638,949) representing funds advanced from Minco Silver to Minco Gold to support its operating activities in Canada.

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

b)

At March 31, 2015, the Company had $Nil due from MBM (December 31, 2014 - $47,696), in relation to shared 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 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 can therefore receive foreign investment. Foshan Minco is a Chinese company with registered capital denominated in RMB and can therefore only receive domestic investment from Minco China. Increases to the registered capital of Foshan Minco must be denominated in RMB.

During the year ended December 31, 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 March 31, 2015, Minco China held US$5,352,188 ($6,766,104) (December 31, 2014 – US$11,352,188 ($13,201,460)) and RMB 42,639 ($8,958) (December 31, 2014 – RMB 39,513 ($7,466)) 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 month ended March 31, 2015 and 2014, the following compensation was paid to key management:

( 19 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2015, and 2014

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

10.

Related party transactions (continued)

	Three months ended March 31,
	2015	2014
	$	$
Cash remuneration	98,400	62,250
Share-based compensation	10,306	87,620
Total	108,706	149,870

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

11.

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:

Assets by geography	March 31, 2015

	Canada	China	Total
	$	$	$
Non-current assets	5,454,350	89,956	5,544,306

	December 31, 2014

	Canada	China		Total
	$	$		$
Non-current assets	6,888,410	108,165	6,996,575

12.

Fair value measurements

Financial assets and liabilities that are recognized on the balance sheet at fair value can be classified in a hierarchy that is based on the significance of the inputs used in making the measurements. The levels in the hierarchy are:

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).

( 20 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2015, and 2014

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

12.

Financial instruments and fair value (continued)

The Company has no financial assets or liabilities measured at fair value other than the equity investment in Minco Silver which was recorded at fair value less costs of disposal based on the quoted market price as at March 31, 2015. Accordingly, this item is 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, receivable, due from related parties, account payable and accrued liabilities, advance from non-controlling interest and due to related parties. The fair values of these financial instruments approximate their carrying value due to their short-term nature.

Minco GOLD Corporation

Management’s Discussion and Analysis

For the THREE MONTH ended MARCH 31, 2015

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 May 13, 2015, should be read in conjunction with the unaudited condensed consolidated interim financial statements and notes thereto prepared by management for the three months ended March 31, 2015 and the audited consolidated financial statements and notes thereto prepared by management for the years ended December 31, 2014. 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. Except as noted, all financial amounts are expressed in Canadian dollars. All references to "$" and "dollars" are to Canadian dollars, all references to “US$” are United States dollars and all references to "RMB" are Chinese Renminbi.

Additional information, including the audited consolidated financial statements for the year ended December 31, 2014, 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), and 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 Guangzhou Mingzhong Mining Co., Ltd. (“Mingzhong”), which holds the Changkeng Gold property and the Changkeng Exploration Permit.

As at March 31, 2015, the Company owned an 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 March 31, 2015, the Company had 50,561,381 common shares and 5,838,501 stock options outstanding, for a total of 56,399,882 common shares outstanding, on a fully diluted basis.

As at the date of this MD&A, the Company had 50,561,381 common shares and 5,834,501 stock options outstanding, for a total of 56,395,882 common shares outstanding, on a fully diluted basis.

Table of Contents

1.

Projects and Equity Investment in Minco Silver

2.

Results of Operations

3.

Summary of Quarterly Results

4.

Liquidity and Capital Resource

5.

Off – Balance Sheet Arrangements

6.

Transactions with Related Parties

7.

Critical Accounting Estimates

( 1 )

8.

Accounting Standards Issued but Not Yet Applied

9.

Financial Instruments

10.

Risk Factors and Uncertainties

11.

Disclosure Controls and Procedures and Internal Controls over Financing Reporting

12.

Cautionary Statement on Forward Looking Information

1.

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 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 an 18.45% equity interest as at March 31, 2015. 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.

The Company currently has no exploration plans for 2015 and continues its efforts to dispose of its assets in China, including the Changkeng project, and some of the projects in the Longnan region.

1.1

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.

Exploration Activities - Longnan Region Projects

The Company’s wholly-owned subsidiary, Minco China, held nine exploration permits in the Longnan region in the south of Gansu Province in China during 2015. 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 four remaining 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).

The Company has submitted the renewal application for the four exploration permit for Yejiaba and one exploration permit for Xicheng East that were originally set to expire on February 4, 2014. The renewal applications are currently being processed by the Ministry of Land and Resources.

( 2 )

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 below.

The Company completed a drilling program for four drilling targets on its Baimashi North Target in 2014. The detailed assay results are described below.

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.

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 conducted during 2013 indicates the Baimashi North Target is the only target that hosts sufficient size and grade potential to produce a substantial gold deposit.

( 3 )

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

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.

( 4 )

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 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 samples in this zone.

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 a low grade system, and the amount of high grade material found within the low-grade blanket will determine whether or not this target can be economical.

( 5 )

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

Drilling completed in 2014

The Company’s 2014 exploration program at its Yejiaba Gold Project in southern Gansu, PRC was concluded on January 1, 2015. Starting in July, four diamond holes were drilled for a total of 870.35m within the Baimashi North Target, testing an area of widespread artisanal mining activity that displayed favorable potential for hosting a bulk-tonnage, low grade gold system. This scout drilling program evaluated a variety of Au-As geochemical anomalies and Au-bearing structures identified by Minco’s 2013/2014 surface and underground sampling within an area measuring 1000m long by 500m wide. The Baimashi drill results received so far from SGS are tabulated in Table 5:

Table 5. Significant gold intercepts in drill holes at the Yejiaba Project.
	Hole #	From (m)	To (m)	Interval (m)	Au (g/t)
Baimashi North Target Zone	BMS-14-001 (223.57m TD)	9.00	22.02	13.02	0.346
		191.94	192.74	0.8	6.948
		192.74	196.37	3.63	0.902
		198.50	199.44	4.96	1.156
	BMS-14-002 (211.37m TD)	29.47	31.86	2.39	0.391
	BMS-14-003 (182.23m TD)	33.80	36.00	2.20	0.331
	BMS-14-003 (182.23m TD)	82.75	84.82	2.07	0.392
	BMS-14-004 (253.18m TD)	18.20	20.20	2.00	0.498
		35.00	36.00	1.00	0.498
		78.30	79.10	0.80	1.076
		176.73	177.73	1.00	0.934
		222.10	223.10	1.00	2.694
		244.00	245.00	1.00	0.329

( 6 )

The first hole at BMS-14-004 hosts the best gold results, with several intervals of low-grade mineralization punctuated by a high-grade vein intercept (0.8m @ 6.948 g/t) at 192m. The gold mineralization seen in the drill holes did not have higher gold grades at depth which greatly diminished the potential for a bulk tonnage deposit within North Baimashi target. Potential exists for low-tonnage, vein-type mineralization of moderate grade (2.5g/t to 7g/t) along narrow (generally <1m thick), high-angle shears and dike contacts.

Yangshan and Xicheng East

During the three months ended March 31, 2015, 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 Gansu Yuandong Investment Co., Ltd (“YDIC”) pursuant to which the Company agreed to sell two exploration permits in the Xicheng East and Yangshan area to YDIC for RMB 0.8 million ($150,000). The process of transferring the titles of the two permits to YDIC had not been completed as at March 31, 2015 due to the pending approval by Gansu province.

On December 26, 2014, Minco China entered into an agreement with Beijing Runlong Investment Limited Company (“Beijing Runlong”) in which the Company agreed to sell four exploration permits in the Yangshan area to Beijing Runlong for total cash proceeds of RMB 3,200,000 ($604,618). The process of transferring the titles to the four permits to Beijing Runlong was pending approval by Gansu province and the proceeds were not received as at March 31, 2015.

Beijing Runlong agreed to make the following payments to Minco China:

i)

5% of the total cash proceeds within 20 working days from the date of signing the agreement;

ii)

45% of the total cash proceeds upon receiving the approval of the transfer from the Provincial land and resources administrative authority, before submitting to the Ministry of Land and Resources; and

iii)

50% of the total cash proceeds within 5 days upon receiving the approved exploration rights license.

1.2

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.

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.

( 7 )

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 for the three months ended March 31, 2015 and as at the MD&A date compared to the year ended December 31, 2014.

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, 2014, dated March 31, 2015 available on SEDAR at www.sedar.com. During the three months ended March 31, 2015, the Company did not conduct any exploration activities, except for maintaining the Changkeng exploration permit.

1.3

Equity Investment in Minco Silver Corporation

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%.

In 2014, the Company determined that due to a significant decline in the market value of Minco Silver’s common shares, the recoverable amount of its investment was less than its carrying amount. As a result, the Company recognized an impairment loss of $4,205,816, which represents the difference between the carrying value of the investment and its recoverable amount. The fair value less costs of disposal based on the quoted market price of Minco Silver’s shares at December 31, 2014 was used as the recoverable amount.

In the first quarter of 2015, the Company determined that due to a significant decline in the market value of Minco Silver’s common shares, the recoverable amount of its investment was less than its carrying amount. As a result, the Company recognized an impairment loss of $3,466,674, which represents the difference between the carrying value of the investment and its recoverable amount. The fair value less costs of disposal based on the quoted market price of Minco Silver’s shares at March 31, 2015 was used as the recoverable amount.

As at March 31, 2015, the Company owned 11,000,000 common shares of Minco Silver (December 31, 2014 - 11,000,000 common shares) that were acquired in 2004 in exchange for the transfer of the Fuwan property and the silver interest in the Changkeng property.

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.

( 8 )

Equity Investment in Minco Silver is as follows:

The following is a summary of Minco Silver’s financial information as at and for the three months ended March 31, 2015 and the year ended December 31, 2014:

	March 31, 2015	December 31, 2014
	$	$
Assets	103,405,117	92,564,638
Liabilities	136,496	419,592
Revenues	-	-
Net income (loss)	1,537,937	(1,665,516)

As at March 31, 2015, Minco Silver Corporation had 59,631,418 common shares and 5,930,669 stock options, 860,000 PSUs outstanding, for a total of 66,422,087 common shares outstanding, on a fully diluted basis.

1.4

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 received RMB 5 million ($801,395) during 2013 and recognized a receivable of RMB 4 million ($699,688) (settled in 2014) as at December 31, 2013.

On January 4, 2015, Minco China engaged a Chinese law firm to recommence legal action against 208 Team to recover the remaining RMB 5 million ($1,034,897) unpaid balance on a contingent fee basis whereby the Company will pay the Chinese law firm 50% of the net amount recovered.

On May 6, 2015, Minco China reached an agreement to settle its claim against the 208 Team for an amount of RMB 5.5 million ($1,138,472). The payments are to be received in following manner:

i)

On the signing date of the agreement- RMB 500,000 ($103,490) (received)

ii)

On or before June 17, 2015- RMB 2,000,000 ($413,993)

iii)

On or before August 7, 2015, RMB 3,000,000 ($620,989)

As at March 31, 2015, Minco China recognized a receivable of RMB 500,000 ($103,498) (settled subsequent to period end) and the remaining RMB 5 million ($1,034,982) balance due under the legal settlement was not recognized due to the uncertainty of collectability. Minco China recognized a gain on the legal settlement, net of accrued legal fees, of RMB 250,000 ($51,745) during the three months ended March 31, 2015.

( 9 )

2.

Results of Operations

2.1

Exploration Costs

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

				Accumulative to
	Three months ended March 31,			March 31,
	2015		2014	2015
	$		$	$
Longnan projects		192,071	173,647	11,932,968
Changkeng gold project		62,647	84,665	8,225,698
Gold Bull Mountain		10,110	11,043	2,283,212
Sihui		106	531	6,100
		264,934	269,886	22,447,978

During the three months ended March 31, 2015, the Company did not conduct any exploration activities on the Changkeng and Gold Bull Mountain projects, except for maintaining the exploration permits.

2.2

Administrative Expenses

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

For the three months ended March 31, 2015, the Company incurred a total of $448,416 of administrative expenses (2014 - $ 547,780).

The following table is a summary of the Company’s administrative expenses for the three ended March 31, 2015 and 2014.

	Three months ended March 31,
Administrative expenses	2015	2014
	$	$
Accounting and audit	24,145	22,118
Amortization	16,771	18,396
Consulting	8,418	4,880
Directors’ fees	19,000	18,000
Foreign exchange loss	22,443	4,848
Investor relations	5,783	9,530
Legal and regulatory	41,164	33,809
Office and miscellaneous	121,524	123,962
Property investigation	25,665	19,925
Salaries and benefits	126,872	152,561
Share-based compensation	13,348	122,340
Travel and transportation	23,283	17,411
	448,416	547,780

( 10 )

Significant changes in expenses are as follows:

Legal and regulatory

Legal, regulatory and filing expenses were $41,164 for the three months ended March 31, 2015 compared to $33,809 for the comparative period of 2014. The increase was due to the Company engaging an external legal counsel to assist with general corporate matters during the first quarter of 2015.

Salaries and benefit

Salaries and benefit expense for the three months ended March 31, 2015 was $126,872 compared to $152,561 for the comparative period of 2014. The decrease was due to the departure of the former CFO during 2014.

Share-based compensation

Share-based compensation expense for the three months ended March 31, 2015 was $13,348 compared to $122,340 for the comparative period of 2014. The decrease was due to no stock options granted in 2015.

3.4

Finance and other income (expense)

For the three months ended March 31, 2015, the net amount of finance and other expense was $3,406,770 compared to the finance and other income of $1,018 for the comparative period of 2014. The other loss in 2015 was due to an impairment in the equity investment in Minco Silver of $3,466,674.

4.

Summary of Quarterly Results (unaudited)

		Loss per share
Period ended	Net loss attributable to shareholders	Basic	Diluted
03-31-2015(****)	(3,810,723)	(0.08)	(0.08)
12-31-2014 (***)	(4,455,430)	(0.09)	(0.09)
09-30-2014	(658,961)	(0.01)	(0.01)
06-30-2014 (**)	(1,335,106)	(0.03)	(0.03)
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)

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 increased to $1.3 million for the period ended September 30, 2013 mainly due to the higher share of loss from equity investment in Minco Silver and a higher exploration cost.

(**) Net loss increased to $1.3 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.

(***) Net loss increased to $4.4 million for the period ended December 31, 2014 mainly due to the impairment recorded for the equity investment in Minco Silver of $4.2 million.

(****) Net loss increased to $3.8 million for the period ended March 31, 2015 mainly due to the impairment recorded for the equity investment in Minco Silver of $3.5 million.

( 11 )

4.1

Amendment to Quarterly Results

The Company has revised its previously filed June 30, 2014, and September 30, 2014 unaudited interim condensed consolidated interim financial statements to adjust the accounting for its investment in Minco Silver. Please refer to the Company’s annual MD&A dated March 27, 2015 filed on SEDAR at www.sedar.com.

5.

Liquidity and Capital Resources

5.1

Cash Flows

	Three months ended March 31,
	2015	2014
	$	$
Operating activities	(936,229)	(970,115)
Investing activities	-	719,095
Financing activities	12,090	169,000

Operating activities

For the three months ended March 31, 2015, the Company used $936,229 cash in operating activities compared to $970,115 cash used in the comparative period of 2014.

Investing activities

For the three months ended March 31, 2015, the Company generated $Nil from investing activities. In the comparative period of 2014, the Company received RMB 4 million ($720,095) proceeds from the legal settlement with the 208 Team.

Financing activities

For the three months ended March 31, 2015, the Company received $12,090 cash from exercised of stock option. In the comparative period of 2014, the Company received cash advanced of $100,000 from Minco Silver Corporation and cash of $69,000 from the exercised of stock options.

5.2

Capital Resources and Liquidity Risk

As at March 31, 2015, the Company has $1.3 million in cash which was 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 and to cover administrative expenditures in Canada.

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 March 31, 2015 of $1.3 million combined with any cash proceeds raised through the sale of a part of its equity interests in Minco Silver or through the sale of exploration properties 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.

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.

( 12 )

5.3

Contractual Obligations

The Company’s contractual obligations are related to a cost sharing agreement between the Company, Minco Silver and Minco Base Metals Corporation (“MBM”), related parties domiciled in Canada, which outlines shared expenses incurred by the three companies including consulting and rental expenses.

There have been no material changes in the Company’s contractual obligations for the three months ended March 31, 2015 compared to the year ended December 31, 2014. Please refer to the Company’s 2014 MD&A dated March 27, 2015, available on SEDAR.

6.

Off -Balance Sheet Arrangements

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

7.

Transactions with Related Parties

Shared expenses

Minco Silver and Minco Gold share offices and certain administrative expenses in Beijing and Minco Silver, MBM, a company with which the Company’s CEO has significant influence over, and Minco Gold share offices and certain administrative expenses in Vancouver.

At March 31, 2015, the Company had $3,590,756 due to Minco Silver (December 31, 2014 – $3,603,848) and consisted of the following:

Amount due from Foshan Minco as at March 31, 2015 of $45,612 (December 31, 2014 - $35,101), representing the expenditures incurred by Minco China on behalf of Foshan Minco and shared office expenses.

Amount due to Minco Silver as at March 31, 2015 was $3,638,368 (December 31, 2014 – $3,638,949) representing funds advanced from Minco Silver to Minco Gold to support its operating activities in Canada net of shared head office expenses.

As at March 31, 2015, the Company has $Nil due from MBM (December 31, 2014 - $47,696), in relation to shared 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.

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 March 31, 2015, Minco China held US$5,352,188 ($6,766,104) (December 31, 2014 - US$11,352,188 ($13,201,460)) and RMB 42,639 ($8,958) (December 31, 2014 - RMB 39,513 ($7,466)) 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.

( 13 )

For the three months ended March 31, 2015 and 2014, the following compensation was paid to key management:

	Three months ended March 31,
	2015	2014
	$	$
Cash remuneration	98,400	62,250
Share-based compensation	10,306	87,620
Total	108,706	149,870

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

8.

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:

Impairment

At each reporting date, management conducts a review to determine whether there is any objective evidence that the investment in associate is impaired. This determination requires significant judgment. In making this judgment, management evaluates among other factors, the duration and extent to which the recoverable amount of the investment in Minco Silver is less than its carrying value.

If the recoverable amount is less than the carrying value, the company recognizes an impairment loss in the statement of income (loss).

Management evaluated its investment in Minco Silver for impairment and due to the significant decline in the market value of the Minco Silver shares; the company has recognized an impairment loss during the period of $3,466,674.

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 March 31, 2015 of $1.3 million combined with any proceeds raised through the sale of its investment in Minco Silver or through the sale of exploration properties 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.

9.

Accounting Standards Issued but Not Yet Applied

IFRS 9, Financial Instruments was issued in November 2009 and addresses classification and measurement of financial assets. It replaces the multiple category and measurement models in IAS 39 Financial Instruments: Recognition and Measurement for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. Requirements for financial liabilities were added to IFRS 9 in October 2010 and they largely carried forward existing requirements in IAS 39 except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss are generally recorded in other comprehensive income. This effective date of this new standard will be for periods beginning on or after January 1, 2018 with early adoption permitted. The Company has not yet assessed the impact of this standard or determined whether it will adopt earlier.

( 14 )

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 carrying value of financial assets and liabilities as at March 31, 2015 and December 31, 2014.

	March 31,		December 31,
		2015	2014
Loans and receivables		$	$
Cash		1,345,115	2,117,038
Receivables		257,395	103,175
Due from related parties		-	47,696

Liabilities
Accounts payables		356,390	444,914
Advance from non-controlling interest		496,750	453,463
Due to related party		3,590,757	3,603,848

The carrying value of the Company’s loans and receivables and financial liabilities approximate their fair value.

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, 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.

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 consolidated 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 March 31, 2015, the balance of $1,345,115 (2014 - $2,117,038) was placed with a few institutions.

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 year and therefore the impact of the changes in the US dollar foreign exchange rate is insignificant to the Company’s net earnings.

( 15 )

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 entered into by the Company bear interest at a fixed rate thus exposing the Company to the risk of changes in fair value arising from interest rate fluctuations. A 1% increase in the interest rate in Canada will have a net (before tax) income effect of $13,000 (December 31, 2014 - $21,000), 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, 2014, dated March 31, 2015, 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.

The control framework used to design the Company’s internal control over financial reporting is the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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.

( 16 )

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.

Form 52-109F2

Certification of Interim Filings

Full Certificate

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

1.

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 March 31, 2015.

2.

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.

3.

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.

4.

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.

5.

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 (2013) 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

6.

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 January 1, 2015 and ended on March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 13, 2015

_______________________

Ken 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:

1.

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 March 31, 2015.

2.

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.

3.

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.

4.

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.

5.

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 (2013) 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

6.

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 January 1, 2015 and ended on March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 13, 2015

/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, 2015 and 2014

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

( 1 )

Index

	Page

Condensed Consolidated Interim Financial Statements	3 - 7

Condensed Consolidated Interim Statements of Financial Position	3
Condensed Consolidated Interim Statements of Loss	4
Condensed Consolidated Interim Statements of Comprehensive Loss	5
Condensed Consolidated Interim Statements of Changes in Equity	6
Condensed Consolidated Interim Statements of Cash Flow	7


Notes to Condensed Consolidated Interim Financial Statements	8 - 21

1 General information and liquidity risk	8
2 Basis of preparation	8
3 Critical accounting estimates and judgments	9
4 Cash and cash equivalents	10
5 Mineral interests	10
6 Equity investment in Minco Silver Corporation	13
7 Gain on legal settlement	15
8 Non-controlling interest	15
9 Share capital	17
10 Related party transactions	18
11 Geographical information	20
12 Fair value measurements	20
13 Subsequent event	21

( 2 )

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,
	2015	2014
Assets	$	$
Current assets
Cash and cash equivalents (note 4)	1,336,113	2,117,038
Receivables	10,816	103,174
Due from related parties (note 10)	42,409	47,696
Prepaid expenses and deposits	111,035	140,956
Assets held for sale (note 5 (a) and 13)	1,508,723	-
	3,009,096	2,408,864

Long-term deposit	51,277	51,277
Property, plant and equipment	11,089	125,298
Equity investment in Minco Silver (note 6)	5,830,000	6,820,000
Non-current assets held for sale (note 5(a) and 13)	76,979	-
	8,978,441	9,405,439
Liabilities
Current liabilities
Accounts payable and accrued liabilities	105,081	444,914
Advance from non-controlling interest (note 5(a))	-	453,463
Sale deposit (note 13)	1,600,000	-
Due to related party (note 10)	3,882,404	3,603,848
Liabilities held for sale (note 5 (a) and 13)	682,848	-
	6,270,333	4,502,225
Equity
Equity attributable to owners of the parent
Share capital (note 9(a))	41,911,823	41,882,757
Contributed surplus	9,191,979	9,179,213
Accumulated other comprehensive income	2,487,927	1,183,086
Deficits	(55,862,081)	(52,330,354)
	(2,270,352)	(85,298)
Non-controlling interests (note 8)	4,978,460	4,988,512
Total equity	2,708,108	4,903,214
	8,978,441	9,405,439
Subsequent event (note 13)

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.

( 3 )

Minco Gold Corporation

(An exploration stage enterprise)

Condensed Consolidated Interim Statements of Income (Loss)

For the three and six months ended June 30, 2015, and 2014

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


	Three months ended		Six months ended
		June 30,		June 30,
	2015	2014	2015	2014
	$	$	$	$
Exploration costs (note 5)	208,905	236,981	473,839	506,868

Administrative expenses
Accounting and audit	43,272	28,288	67,417	50,406
Amortization	13,127	17,731	29,898	36,127
Consulting	18,182	2,263	26,600	7,144
Directors’ fees	10,124	13,000	29,124	31,000
Foreign exchange (gain) loss	(5,299)	(7,776)	17,144	(2,928)
Investor relations	17,699	9,678	23,482	19,207
Legal and regulatory	88,001	27,075	129,165	60,884
Office and miscellaneous	129,586	83,897	251,110	207,859
Property investigation	2,821	18,557	28,486	38,482
Salaries and benefits	142,010	194,944	268,882	347,504
Share-based compensation (note 9(b))	11,194	99,685	24,542	222,025
Travel and transportation	31,897	13,882	55,180	31,294
	502,614	501,224	951,030	1,049,004
Operating loss	(711,519)	(738,205)	(1,424,869)	(1,555,872)
Finance income	10,092	5,321	18,251	6,340
Gain on legal settlement (note 7)	-	-	51,745	-
Loss on partial disposal of investment in Minco Silver (note 6)	-	(399,536)	-	(399,536)
Recovery (impairment) of equity investment in Minco Silver (note 6)	295,027	-	(3,171,647)	-
Share of gain (loss) from equity investment in Minco Silver (note 6)	674,879	(216,378)	958,578	(271,652)
Impairment of property, plant and equipment	-	(8,736)	-	(8,736)
Dilution loss (note 6)	-	-	-	(78,177)
Net income (loss) for the period	268,479	(1,357,534)	(3,567,942)	(2,307,633)
Net income (loss) attributable to:
Shareholders of the Company	278,997	(1,335,106)	(3,531,727)	(2,239,771)
Non-controlling interest	(10,518)	(22,428)	(36,215)	(67,862)
	268,479	(1,357,534)	(3,567,942)	(2,307,633)
Income (loss) per share
Basic and diluted	0.01	(0.03)	(0.07)	(0.05)
Weighted average number of common shares outstanding Basic and diluted	50,581,381	50,498,215	50,551,875	50,467,552

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 Comprehensive Loss

For the three and six months ended June 30, 2015, and 2014

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

	Three months ended		Six months ended
		June 30,		June 30,
	2015	2014	2015	2014
	$	$	$	$
Net income (loss) for the period	268,479	(1,357,534)	(3,567,942)	(2,307,633)
Other comprehensive income (loss)
Items that may be reclassified subsequently to profit or loss:
Realized gains recycled to net loss (note 6)	-	(158,797)	-	(158,797)
Share of other comprehensive income (loss) of investments accounted for using the equity method	(529,906)	(189,013)	1,223,069	37,145
Exchange differences on translation from functional to presentation currency	(28,063)	(70,872)	107,935	(14,515)

Total comprehensive loss for the period	(289,490)	(1,776,216)	(2,236,938)	(2,443,800)
Comprehensive loss attributable to:
Shareholders of the Company	(271,844)	(1,736,233)	(2,226,886)	(2,369,076)
Non-controlling interest	(17,646)	(39,983)	(10,052)	(74,724)
	(289,490)	(1,776,216)	(2,236,938)	(2,443,800)

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 Changes in Equity

For the six months ended June 30, 2015, and 2014

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

		Attributable to equity owner of the Company
	Number of shares	Share capital	Contributed surplus	Accumulated other comprehensive income	Deficits	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)	6,817,675	5,124,196	11,941,871
Net loss for the period	-	-	-	-	(2,239,771)	(2,239,771)	(67,862)	(2,307,633)
Other comprehensive loss	-	-	-	(129,305)	-	(129,305)	(6,862)	(136,167)
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	973,513	(47,215,963)	4,416,184	5,049,472	9,789,096

Balance - January 1, 2015	50,514,881	41,882,757	9,179,213	1,183,086	(52,330,354)	(85,298)	4,988,512	4,903,214

Net loss for the period	-	-	-	-	(3,531,727)	(3,531,727)	(36,215)	(3,567,942)
Other comprehensive income	-	-	-	1,304,841	-	1,304,841	26,163	1,331,004
Proceeds on issuance of shares from exercise of options	46,500	29,066	(11,776)	-	-	17,290	-	17,290
Share-based compensation	-	-	24,542	-	-	24,542	-	24,542
Balance – June 30, 2015	50,561,381	41,911,823	9,191,979	2,487,927	(55,862,081)	(2,270,352)	4,978,460	2,708,108

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 Cash Flow

For the six months ended June 30, 2015, and 2014

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



	Six months ended June 30,
	2015	2014
Cash flow provided by (used in)	$	$
Operating activities
Net loss for the period (3,567,942)		(2,307,633)
Adjustments for:
Amortization	29,898	36,127
Equity (gain) loss on investment in Minco Silver	(958,578)	271,652
Impairment of equity investment in Minco Silver	3,171,647	399,536
Dilution loss	-	78,177
Foreign exchange loss (gain)	17,574	(2,230)
Gain on legal settlement (note 7)	(51,745)	-
Impairment on property, plant and equipment	-	8,736
Share-based compensation (note 9 (b))	24,542	222,025
Changes in items of working capital:
Receivables	(1,935)	(36,744)
Due to/from related parties	309,024	56,346
Prepaid expenses and deposits	(89,988)	(2,464)
Accounts payable and accrued liabilities	(222,349)	(85,934)
Net cash used in operating activities	(1,339,852)	(1,362,406)
Investing activities
Sale deposit (note 13)	1,600,000	-
Proceeds from legal settlement (note 7)	103,490	720,095
Proceeds from partial disposal of investment in Minco Silver	-	1,500,000
Property, plant and equipment	-	(13,766)
Net cash generated from investing activities	1,703,490	2,206,329
Financing activities
Proceeds from stock option exercises	17,290	69,000
Net cash generated from financing activities	17,290	69,000
Effect of exchange rate changes on cash	124,707	(34,744)
Increase in cash and cash equivalents	505,635	878,179
Cash and cash equivalents- Beginning of period	2,117,038	1,797,809
Cash and cash equivalents- End of period	2,622,673	2,675,988
Less: cash and cash equivalents classified as held for sale	(1,286,560)	(1,262)
Cash and cash equivalents excluding assets classified as held for sale – End of period	1,336,113	2,674,726
Cash paid for income tax	-	-

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

( 7 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

(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 June 30, 2015, Minco Gold owned a 18.45% (December 31, 2014 – 18.45%) equity interest in Minco Silver Corporation (“Minco Silver”). Minco Silver was incorporated in British Columbia, Canada.

The Company is an exploration company and therefore has no source of revenues. As such, during the six months ended June 30, 2015, the Company incurred a net loss of $3,567,942, had accumulated deficit of $55,862,081 and a working capital deficit of $3,261,237. 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, during the quarter the Company sold all of its remaining interest in the Changkeng Gold Property and its wholly owned Hong Kong subsidiary, Minco Resources Limited (“Minco Resource”) to fund an aggregate amount of $13,732,260, The Company received a refundable sale deposit of $1,600,000 on May 22, 2015 and the remaining balance of $8,416,397 on July 31, 2015, net of the debt to Minco Silver of $3.7 million and the shortfall of $15,863 from the unallocated Changkeng Joint Venture cash balance, which would be sufficient for the Company to meet its cash requirements for administrative overhead throughout the next twelve months (note 13).

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”); 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

( 8 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

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

2

Basis of preparation (continued)

As at June 30, 2015, the Chinese subsidiaries’s asset and liabilities have been presented as held for sale on the condensed consolidated interim statements of financial position. The sale transaction was completed on July 31, 2015. Please refer to note 13.

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 Minco Silver. These assets are held for the exclusive benefit of Minco Silver and have not been included in these condensed consolidated interim financial statements.

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, 2014, 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, 2015.

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

These financial statements were approved by the board of directors for issue on August 14, 2015.

3.

Critical accounting estimates and judgments

Impairment

At each reporting date, management conducts a review to determine whether there is any objective evidence that the investment in associate is impaired. This determination requires significant judgment. In making this judgment, management evaluates among other factors, the duration and extent to which the recoverable amount of the investment in Minco Silver is less than its carrying value.

If the recoverable amount is less than the carrying value, the Company recognizes an impairment loss in the statement of loss.

Management evaluated its investment in Minco Silver for impairment and due to the significant decline in the market value of the Minco Silver shares relative to its carrying value, the company has recognized an impairment loss of $3,171,647 during the six months ended June 30, 2015. As at March 31, 2015, the Company had recognized an impairement loss of $3,466,674. During the three months ended June 30, 2015, as the quoted market price of Minco Silver increased, the Company recognized an impairment recovery of $295,027.

( 9 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

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

3.

Critical accounting estimates and judgments

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, the management of the Company, through completion of the Share Purchase Agreement (the “SPA”) have sufficient funds to meet its cash requirements for the Company’s budgeted administrative overhead throughout the next twelve months (note 13)

4.

Cash and cash equivalents

As at June 30, 2015, cash and cash equivalent consisted of cash and 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 2.86%.

As at June 30, 2015, cash and cash equivalent of $2,622,673 consisted of $1,336,113 and $1,286,560 held for sale, out of which, $1,277,178(RMB 6,293,168) (December 2014 - $1,761,321 (RMB 9,321,970)) remained in China, and $9,328 remained in Hong Kong. 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.

5.

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 ($622,293) 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.

As at June 30, 2015, the Company received funds of RMB 2,400,000 ($487,072) from three minority shareholders of Mingzhong and are classified as a current liability within liabilities held for sale, 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.

( 10 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

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

5.

Mineral interests (continued)

On May 22, 2015, the Company has entered into a share purchase agreement (the “SPA”) with Minco Silver and Minco Investment for the sale of the Company’s 51% undivided interest in the Changkeng Gold Project for an aggregate purchase price of $13,732,260.

As at June 30, 2015, the Company had received a refundable sale deposit of $1.6 million from Minco Silver. The asset and liabilities have been presented as held for sale on the condensed consolidated interim statements of financial position. The sale transaction was completed on July 31, 2015. Please refer to note 13.

b) Gansu - Longnan

Minco China holds nine exploration permits in the Longnan region of south 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:

i) Yangshan: including four 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 $12.1 million on exploration costs on the Longnan project as at June 30, 2015 (December 31, 2014 - $11.7 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 ($150,000). 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, 2015. The Company did not record any receivable due to the uncertainty of collecbility.

On December 26, 2014, Minco China entered into an agreement with Beijing Runlong Investment Limited Company (“Beijing Runlong”) in which the Company agreed to sell four exploration permits in the Yangshan area to Beijing Runlong for total cash proceeds of RMB 3,200,000 ($604,618). The process of transferring the titles to the four permits to Beijing Runlong was pending approval by Gansu province and the proceeds was not received as at June 30, 2015. The Company did not record any receivable due to the uncertainty of collectbility.

( 11 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

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

5.

Mineral interests (continued)

Beijing Runlong will make the following payments to Minco China:

i)

5% of the total cash proceeds within 20 working days from the date of signing the agreement (not received);

ii)

45% of the total cash proceeds upon receiving the approval of the transfer from the Provincial land and resources administrative authority, before submitting to the Ministry of Land and Resources (not received); and

iii)

50% of the total cash proceeds within 5 days upon receiving the approved exploration rights license (not received).

c) Hunan – Gold Bull Mountain

Minco China’s wholly owned subsidiary Yuanling Minco owns the Gold Bull Mountain Exploration permit. The Company has submitted the renewal application for the exploration permit expired on June 28, 2015. The renewal application is currently being processed by the Ministry of Land and Resources.

d) Guangdong - Sihui

Minco China holds an exploration permit in Guangdong Sihui in China. The Company has decided not to renew the Sihui exploration permit, which expired on February 3, 2015. The Company has disposed of certain assets in China. (Note 13).

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

	Three months ended June 30,		Six months ended June 30,		Cumulative to June 30,
	2015	2014	2015	2014	2015
	$	$	$	$	$
Currently active properties:
Gansu
- Longnan	177,656	197,560	369,727	371,213	12,110,624
Guangdong
- Changkeng	18,292	25,031	80,939	109,696	8,243,990
Hunan
- Gold Bull Mountain	12,957	14,390	23,067	25,433	2,296,170
Guangdong
- Sihui	-	-	106	526	6,099

Total	208,905	236,981	473,839	506,868	22,656,883

( 12 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

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

6.

Equity investment in Minco Silver Corporation

On April 22, 2014, the Company sold 2,000,000 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%.

On April 22, 2014, the Company determined that it continued to hold significant influence over Minco Silver despite the Company owning less than 20 percent of the voting rights of Minco Silver’s outstanding common shares. The Company has the ability to influence Minco Silver through its board representation, common CEO and shared management positions between the Company and Minco Silver.

As at June 30, 2015, the Company owned 11,000,000 common shares of Minco Silver (December 31, 2014 - 11,000,000 common shares) that were acquired in 2004 in exchange for the transfer of the Fuwan property and the silver interest in the Changkeng property.

In the six months ended June 30, 2015, the Company determined that due to a significant decline in the market value of Minco Silver’s common shares, the recoverable amount of its investment was less than its carrying amount. As a result, the Company recognized an impairment loss of $3,171,647, which represents the difference between the carrying value of the investment and its recoverable amount. The fair value less costs of disposal based on the quoted market price of Minco Silver’s shares at June 30, 2015 was used as the recoverable amount. As at March 31, 2015, the Company had recognized an impairment loss of $3,466,674. During the three months ended June 30, 2015, as the quoted market price of Minco Silver increased, the Company recognized an impairment recovery of $295,027.

	2015	2014
	$	$
As at January 1, Equity investment in Minco Silver	6,820,000	13,368,836
Dilution loss	-	(78,177)
Share of associates income (loss)	958,578	(321,972)
Share of other comprehensive income of investments accounted for using the equity method	1,223,069	115,462
Partial disposition	-	(2,058,333)
Impairment loss	(3,171,647)	(4,205,816)
As at June 30, 2015 and December 31, 2014 Equity investment in Minco Silver	5,830,000	6,820,000

( 13 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

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

6.

Equity investment in Minco Silver Corporation (continued)

The following is a summary of Minco Silver’s balance sheet and reconciliation to carrying amounts as at June 30, 2015 and December 31, 2014:

	June 30,	December 31,
	2015	2014
	$	$
Current assets	69,185,220	60,520,799
Mineral interests	34,660,658	31,621,827
Property, plant and equipment	401,540	422,012
Current liabilities	118,489	419,592
Shareholders' equity	104,128,929	92,145,046

Minco Gold’s share in percentage	18.45%	18.45%
Minco Gold’s share in $	19,211,787	17,000,761
Differences between Minco Gold’s share and carrying value	(13,381,787)	(10,180,761)
Carrying value of investment in Minco Silver	5,830,000	6,820,000
Market value of Minco Silver shares	5,830,000	6,820,000

The following is a summary of Minco Silver’s income statement for the three and six months ended June 30, 2015 and 2014:

Three months ended June 30,			Six months ended June 30,
	2015	2014	2015	2014
	$	$	$	$
Operating income (expenses)	(559,384)	(1,405,664)	135,241	(1,847,052)
Net income (loss) for the period	3,658,536	(1,139,929)	5,196,473	(1,392,778)
Other comprehensive income (loss) for the period	(2,872,633)	(988,517)	6,630,285	46,035
Comprehensive income (loss) for the period	785,903	(2,128,446)	11,826,758	(1,346,743)

( 14 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

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

7.

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 a 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. The Company received RMB 4 million ($720,095) in January 2014.

On January 4, 2015, Minco China engaged a Chinese law firm to recommence a legal action against 208 Team to recover the remaining RMB 5 million ($1,014,734) unpaid balance on a contingent fee basis whereby the Company will pay the Chinese law firm 50% of the net amount recovered.

On May 6, 2015, Minco China reached an agreement to settle its claim against the 208 Team for an amount of RMB 5.5 million ($1,138,472). The payments are to be received in following manner:

i)

On the signing date of the agreement- RMB 500,000 ($98,941) (received on May 7, 2015)

ii)

On or before June 17, 2015- RMB 2,000,000 ($405,894)

iii)

On or before August 7, 2015- RMB 3,000,000 ($608,840)

As at June 30, 2015, Minco China had received RMB 500,000 ($103,490). The remaining RMB 5 million ($1,014,734) balance due under the legal settlement was not recognized as an asset on the condensed consolidated interim balance sheet at June 30, 2015 due to the uncertainty of collectability of amount owing under the settlement agreement.. Minco China has recommenced a legal action in China seeking compensation. Minco China recognized a net gain on the legal settlement of RMB 250,000 ($51,745) which represents the net proceeds from the initial payment aftr remittance of 50% of the payment under the contingent fee arrangement with the Chinese law firm, net of accrued legal fees during the six months ended June 30, 2015.

8.

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.

( 15 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

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

8.

Non-controlling interest (continued)

Summarized statement for financial position

	June 30,	December 31,
	2015	2014
	$	$
NCI percentage	49%	49%
Current assets	1,247,027	1,234,149
Current liabilities	(1,414,225)	(1,321,620)
	(167,198)	(87,471)
Non-current asset	36,096	37,384
Net assets	(131,102)	(50,087)
Accumulated non-controlling interests	4,978,460	4,988,512

Summarized income statement

For the period ended	June 30,	June 30,
	2015	2014
	$	$
Net loss	(73,908)	(138,493)
Other comprehensive income (loss)	53,393	(14,002)
Total comprehensive loss	(20,515)	(152,495)
Loss allocated to NCI	(36,215)	(67,862)

Summarized cash flows

For the period ended	June 30,	June 30,
	2015	2014
	$	$
Cash flows from operating activities	(167,307)	(121,104)
Cash flows from financing activities	-	342,531
Effect of exchange rate changes on cash	89,990	(14,850)

( 16 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

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

9.

Share capital

a.

Common shares and contributed surplus

Authorized: 100,000,000 common shares without par value

b.

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, 2015, the Company did not grant any stock options.

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.

Minco Gold recorded $11,194 and $24,542 in share-based compensation expense for the three and six months period ended June 30, 2015 (June 30, 2014 - $99,685 and $222,025).

A summary of the options outstanding is as follows:

	Number outstanding	Weighted average exercise price
		$
January 1, 2014	6,853,167	0.86

Granted	1,270,000	0.26
Exercised	(166,666)	0.44
Forfeited	(836,000)	0.94
Expired	(660,000)	0.48

Balance, December 31, 2014	6,460,501	0.79

Exercised	(66,500)	0.26
Forfeited	(677,500)	0.63

Balance, June 30, 2015	5,716,501	0.81

The weighted average share price on the date of exercise was $0.30 in 2015 (2014 - $0.57). As at June 30, 2015, there was $24 854 (2014- $81,891) of total unrecognized compensation cost relating to unvested stock options.

( 17 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

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

9.

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 – 0.44	1,032,334	3.55	0.26	682,665	0.26
0.45 – 0.54	2,225,000	2.49	0.46	2,225,000	0.46
0.55 – 0.93	1,336,667	1.66	0.68	1,336,667	0.68
0.94 – 2.59	1,122,500	0.54	2.17	1,122,500	2.17
	5,716,501	2.11	0.81	5,366,832	0.85

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

	2015	2014

Risk-free interest rate	-	1.27% - 1.68%
Dividend yield	-	0%
Volatility	-	87% - 88%
Forfeiture rate	-	23%
Estimated expected lives	-	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.

10.

Related party transactions

Shared office expenses

a)

Minco Silver and Minco Gold share offices and certain administrative expenses in Beijing and Minco Silver, Minco Base Metals Corporation (“MBM”), a company with which the Company’s CEO has significant influence over, and Minco Gold share offices and certain administrative expenses in Vancouver.

At June 30, 2015 the Company had $3,882,404 due to Minco Silver (December 31, 2014 – $3,603,848) and consisted of the following:

( 18 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

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

10.

Related party transactions (continued)

Amount due to Foshan Minco as at June 30, 2015 of $201,242 (December 31, 2014 – due from Foshan Minco $35,101), representing funds advanced from Foshan Minco to support its operating activities in China.

Amount due to Minco Silver as at June 30, 2015 of $3,681,162 (December 31, 2014 – $3,638,949) representing funds advanced from Minco Silver to Minco Gold to support its operating activities in Canada. The amount due to Minco Silver consists of $3,700,000 debt to Minco Silver and $18,838 of shared expenses due from Minco Silver. $3,700,000 debt was settled as part of the Company’s sale of the Changkeng Gold Project (note 13)

b)

At June 30, 2015, the Company had $42,409 due from MBM (December 31, 2014 - $47,696), in relation to shared 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 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 can therefore receive foreign investment. Foshan Minco is a Chinese company with registered capital denominated in RMB and can therefore only receive domestic investment from Minco China. Increases to the registered capital of Foshan Minco must be denominated in RMB. Upon completion of the transaction describeb in note 13, this structure will be eliminated.

During the year ended December 31, 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, 2015, Minco China held US$5,401,778 ($6,673,357) (December 31, 2014 – US$11,352,188 ($13,201,460)) and RMB 42,681 ($8,662) (December 31, 2014 – RMB 39,513 ($7,466)) 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 month ended June 30, 2015 and 2014, the following compensation was paid to key management:

( 19 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

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

10.

Related party transactions (continued)

	Three months ended June 30,		Six months ended June 30,
	2015	2014	2015	2014
	$	$	$	$
Cash remuneration	46,600	94,202	145,000	156,452
Share-based compensation	9,170	68,533	19,476	156,153
Total	55,770	162,735	164,476	312,605

11.

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:

Assets by geography	June 30, 2015

	Canada	China	Total
	$	$	$
Non-current assets	5,892,366	-	5,892,366
Non-current assets held for sale	-	76,979	76,979

	December 31, 2014

	Canada	China		Total
	$	$		$
Non-current assets	6,888,410	108,165	6,996,575

12.

Fair value measurements

Financial assets and liabilities that are recognized on the balance sheet at fair value can be classified in a hierarchy that is based on the significance of the inputs used in making the measurements. The levels in the hierarchy are:

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).

( 20 )

Minco Gold Corporation

(An exploration stage enterprise)

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2015, and 2014

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

12.

Fair value measurements (continued)

The Company has no financial assets or liabilities measured at fair value other than the equity investment in Minco Silver which was recorded at fair value less costs of disposal based on the quoted market price as at June 30, 2015. Accordingly, this item is 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, receivable, due from related parties, assets held for sale including cash and cash equivalents and receivable, account payable and accrued liabilities, due to related parties, and liability held for sale including account payable, due to related party, and advance from non-controlling interest. The fair values of these financial instruments approximate their carrying value due to their short-term nature.

13.

Subsequent event

On May 22, 2015, the Company entered into the SPA with Minco Silver and Minco Silver’s wholly-owned subsidiary, Minco Investment Holding HK Ltd. (“Minco Investment”). Pursuant to the SPA, the Company sold all of the issued and outstanding shares of Minco Resources, which holds Minco China. Minco China owns certain subsidiaries including Yuanling, Huaihua, Tibet, a legal ownership of Foshan Minco and a 51% interest in Mingzhong which owns the Changkeng Gold Project. By selling Minco China, the trust agreement related to the funding of the Fuwan Project will be eliminated. Three assets will be retained by the Company including the contingent recivable from a legal settlement with 208 Team, the Gold Bull Mountain Property, and the Longnan permits. As at June 30, 2015, all the assets and liabilities of the Chinese subsidiaries bejing disposed of have been presented as held for sale on the statement of financial position. Assets held for sale of $1,508,723 include cash of $1,286,560, receivables of $101,614, and prepaid amounts of $120,550. Non-current assets held for sale of $76,979 presented the fixed assets remained in Chinese subsidiaries. Liabilities held for sale includes an advance from a minority shareholder of $487,072, and accounts payable of $195,776. The aggregate purchase price was $13,732,260. The Company had received a refundable sale deposit of $1,600,000 from Minco Silver upon signing of the SPA, which was recorded as a sale deposit in the statement of financial position as at June 30, 2015. The remaining balance of $8,416,397, which is net of debt to Minco Silver of $3,700,000, and other adjustment of $15,863 was received from Minco Silver on the transaction closing date of July 31, 2015.

( 21 )

Minco GOLD Corporation

Management’s Discussion and Analysis

For the THREE AND SIX MONTH ended JUNE 30, 2015

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 14, 2015, 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, 2015 and the audited consolidated financial statements and notes thereto prepared by management for the years ended December 31, 2014. 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. Except as noted, all financial amounts are expressed in Canadian dollars. All references to "$" and "dollars" are to Canadian dollars, all references to “US$” are United States dollars and all references to "RMB" are Chinese Renminbi.

Additional information, including the audited consolidated financial statements for the year ended December 31, 2014, 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), and Minco Resource Limited (“Minco Resources”).

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 Guangzhou Mingzhong Mining Co., Ltd. (“Mingzhong”), which holds the Changkeng Gold property and the Changkeng Exploration Permit.

As at June 30, 2015, the Company owned an 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 June 30, 2015, the Company had 50,561,381 common shares and 5,716,501 stock options outstanding, for a total of 56,277,882 common shares outstanding, on a fully diluted basis.

As at the date of this MD&A, the Company had 50,561,381 common shares and 5,716,501 stock options outstanding, for a total of 56,277,882 common shares outstanding, on a fully diluted basis.

Table of Contents

1.

Highlights for the Period

2.

Projects and Equity Investment in Minco Silver

3.

Results of Operations

4.

Summary of Quarterly Results

5.

Liquidity and Capital Resource

( 1 )

6.

Off – Balance Sheet Arrangements

7.

Transactions with Related Parties

8.

Critical Accounting Estimates

9.

Accounting Standards Issued but Not Yet Applied

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

1.

Highlights for the Period

On May 22, 2015, the Company entered into a share purchase agreement (the “SPA”) with Minco Silver and Minco Silver’s wholly-owned subsidiary, Minco Investment Holding HK Ltd. (“Minco Investment”). Pursuant to the SPA, the Company sold all of the issued and outstanding shares of Minco Resources, which holds Minco China. Minco China owns certain subsidiaries including Yuanling, Huaihua, Tibet, a legal ownership of Foshan Minco and a 51% interest in Mingzhong, which owns the Changkeng Gold Project. By selling Minco China, the trust agreement related to the funding of the Fuwan Project will be eliminated. . Three assets will be retained by the Company including the contingent receivable from a legal settlement with 208 Team, the Gold Bull Mountain Property, and the Longnan permits. As at June 30, 2015, all the assets and liabilities of the Chinese subsidiaries being disposed of have been presented as held for sale on the statement of financial position. Assets held for sale of $1,508,723 include cash of $1,286,560 receivables of $101,614, and prepaid amounts of $120,550. Non-current assets held for sale of $76,979 represent the fixed assets remained in Chinese subsidiaries. Liabilities held for sale include an advanced from a minority shareholder of $ 487,072, and accounts payable of $195,776. The aggregate purchase price was $13,732,260. The Company had received a refundable sale deposit of $1,600,000 from Minco Silver upon the signing of the SPA, which was recorded as a sale deposit in the statement of financial position as at June 30, 2015. The remaining balance of $8,416,397, which is net of debt to Minco Silver of $3,700,000, and other adjustment of $15,863, was received from Minco Silver on the transaction closing date of July 31. The Company intends to use the proceeds from the transaction to pursue strategic mineral acquisitions, joint ventures or other transactions outside of China

2.

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 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 an 18.45% equity interest as at June 30, 2015. 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.

The Company intends to use the proceeds from the Transaction to pursue strategic mineral acquisitions, joint ventures or other transactions outside of China.

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 nine exploration permits in the Longnan region in the south of Gansu Province in China during 2015. 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 four remaining 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 below.

The Company completed a drilling program for four drilling targets on its Baimashi North Target in 2014. The detailed assay results are described below.

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.

( 3 )

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.

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 conducted during 2013 indicates the Baimashi North Target is the only target that hosts sufficient size and grade potential to produce a substantial 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.

( 4 )

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

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.

( 5 )

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 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 samples in this zone.

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 a low grade system, and the amount of high grade material found within the low-grade blanket will determine whether or not this target can be economical.

( 6 )

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

Drilling completed in 2014

The Company’s 2014 exploration program at its Yejiaba Gold Project in southern Gansu, PRC was concluded on January 1, 2015. Starting in July 2014, four diamond holes were drilled for a total of 870.35m within the Baimashi North Target, testing an area of widespread artisanal mining activity that displayed favorable potential for hosting a bulk-tonnage, low grade gold system. This scout drilling program evaluated a variety of Au-As geochemical anomalies and Au-bearing structures identified by Minco’s 2013/2014 surface and underground sampling within an area measuring 1000m long by 500m wide. The Baimashi drill results received so far from SGS are tabulated in Table 5:

Table 5. Significant gold intercepts in drill holes at the Yejiaba Project.
	Hole #	From (m)	To (m)	Interval (m)	Au (g/t)
Baimashi North Target Zone	BMS-14-001 (223.57m TD)	9.00	22.02	13.02	0.346
		191.94	192.74	0.8	6.948
		192.74	196.37	3.63	0.902
		198.50	199.44	4.96	1.156
	BMS-14-002 (211.37m TD)	29.47	31.86	2.39	0.391
	BMS-14-003 (182.23m TD)	33.80	36.00	2.20	0.331
	BMS-14-003 (182.23m TD)	82.75	84.82	2.07	0.392
	BMS-14-004 (253.18m TD)	18.20	20.20	2.00	0.498
		35.00	36.00	1.00	0.498
		78.30	79.10	0.80	1.076
		176.73	177.73	1.00	0.934
		222.10	223.10	1.00	2.694
		244.00	245.00	1.00	0.329

The first hole at BMS-14-004 hosts the best gold results, with several intervals of low-grade mineralization punctuated by a high-grade vein intercept (0.8m @ 6.948 g/t) at 192m. The gold mineralization seen in the drill holes did not have higher gold grades at depth which greatly diminished the potential for a bulk tonnage deposit within North Baimashi target. Potential exists for low-tonnage, vein-type mineralization of moderate grade (2.5g/t to 7g/t) along narrow (generally <1m thick), high-angle shears and dike contacts.

( 7 )

Yangshan and Xicheng East

During the three and six months ended June 30, 2015, 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 Gansu Yuandong Investment Co., Ltd (“YDIC”) pursuant to which the Company agreed to sell two exploration permits in the Xicheng East and Yangshan area to YDIC for RMB 0.8 million ($150,000). The process of transferring the titles of the two permits to YDIC had not been completed as at June 30, 2015 due to the pending approval by Gansu province.

On December 26, 2014, Minco China entered into an agreement with Beijing Runlong Investment Limited Company (“Beijing Runlong”) in which the Company agreed to sell four exploration permits in the Yangshan area to Beijing Runlong for total cash proceeds of RMB 3,200,000 ($604,618). The process of transferring the titles to the four permits to Beijing Runlong was pending approval by Gansu province and the proceeds were not received as at June 30, 2015. The Company did not record any receivable due to the uncertainty of collectability.

Beijing Runlong agreed to make the following payments to Minco China:

i)

5% of the total cash proceeds within 20 working days from the date of signing the agreement (not received);

ii)

45% of the total cash proceeds upon receiving the approval of the transfer from the Provincial land and resources administrative authority, before submitting to the Ministry of Land and Resources (note received); and

iii)

50% of the total cash proceeds within 5 days upon receiving the approved exploration rights license (not received).

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.

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.

( 8 )

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, 2015 and as at the MD&A date compared to the year ended December 31, 2014.

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, 2014, dated March 31, 2015 available on SEDAR at www.sedar.com. During the six months ended June 30, 2015, the Company did not conduct any exploration activities, except for maintaining the Changkeng exploration permit.

On May 22, 2015, the Company entered into the SPA with Minco Silver and Minco Investment for the sale of the Company’s 51% undivided interest in the Changkeng Gold Project for an aggregate purchase price of $13,732,260.

As at June 30, 2015, the Company had received a refundable sale deposit of $1.6 million from Minco Silver. The asset and liabilities have been presented as held for sale on the condensed consolidated interim statements of financial position. The remaining balance of $8,416,397, net off the debt to Minco Silver of $3.7 million and other adjustment of $15,863, was received on the transaction closing date of July 31, 2015. Please refer to the Transaction in section 1. .

On August 6, 2015, the Company received a letter from the Toronto Stock Exchange (the “TSX”) advising that as a result of the completion of the sale of the Company’s interest in the Changkeng Property and the Changkeng Joint Venture to Minco Silver Corporation, the Company is required to provide a written submission to the TSX outlining how the Company meets or plans to meet the original listing requirements in order to maintain its listing on the TSX. The Company will provide a response to the TSX accordingly.

The Company is seeking to acquire new gold assets and to redeploy its global assets and will continue to evaluate its current remaining assets and business activities in China.

2.3

Equity Investment in Minco Silver Corporation

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%.

In 2014, the Company determined that due to a significant decline in the market value of Minco Silver’s common shares, the recoverable amount of its investment was less than its carrying amount. As a result, the Company recognized an impairment loss of $4,205,816, which represents the difference between the carrying value of the investment and its recoverable amount. The fair value less costs of disposal based on the quoted market price of Minco Silver’s shares at December 31, 2014 was used as the recoverable amount.

During the six months ended June 30, 2015, the Company determined that due to a further significant decline in the market value of Minco Silver’s common shares, the recoverable amount of its investment was less than its carrying amount. As a result, the Company recognized an impairment loss of $3,171,647, which represents the difference between the carrying value of the investment and its recoverable amount. The fair value less costs of disposal based on the quoted market price of Minco Silver’s shares at June 30, 2015 was used as the recoverable amount. As at March 31, 2015, the Company had recognized an impairment loss of $3,466,674. During the three months ended June 30, 2015, as the quoted market price of Minco Silver increased, the Company recognized an impairment recovery of $295,027.

( 9 )

As at June 30, 2015, the Company owned 11,000,000 common shares of Minco Silver (December 31, 2014 - 11,000,000 common shares) that were acquired in 2004 in exchange for the transfer of the Fuwan property and the silver interest in the Changkeng property. These 11,000,000 common share owned by the Company was not part of the transaction with 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.

Equity Investment in Minco Silver is as follows:

The following is a summary of Minco Silver’s financial information as at June 30, 2015 and the year ended December 31, 2014:

	June 30, 2015	December 31, 2014
	$	$
Assets	104,128,929	92,564,638
Liabilities	118,489	419,592
Revenues	-	-
Net income (loss)	5,196,473	(1,665,516)

As at June 30, 2015, Minco Silver Corporation had 59,631,418 common shares and 5,585,666 stock options, 835,000 PSUs outstanding, for a total of 66,052,084 common shares outstanding, on a fully diluted basis.

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 received RMB 5 million ($801,395) during 2013 and recognized a receivable of RMB 4 million ($699,688) (settled in 2014) as at December 31, 2013.

On January 4, 2015, Minco China engaged a Chinese law firm to recommence legal action against 208 Team to recover the remaining RMB 5 million ($1,014,734) unpaid balance on a contingent fee basis whereby the Company will pay the Chinese law firm 50% of the net amount recovered.

On May 6, 2015, Minco China reached an agreement to settle its claim against the 208 Team for an amount of RMB 5.5 million ($1,138,472). The payments are to be received in following manner:

i)

On the signing date of the agreement- RMB 500,000 ($103,490) (received on May 7, 2015)

ii)

On or before June 17, 2015- RMB 2,000,000 ($405,894)

iii)

On or before August 7, 2015, RMB 3,000,000 ($608,840)

As at June 30, 2015, Minco China had received RMB 500,000 ($103,490). The remaining RMB 5 million ($1,014,734) balance due under the legal settlement was not recognized due to the uncertainty of collectability. Minco China recommenced a legal action in China seeding compensation. Minco China recognized a gain on the legal settlement of RMB 250,000 ($51,745), net of accrued legal fees during the six months ended June 30, 2015.

( 10 )

3.

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,
	2015		2014	2015	2014	2015
	$		$			$
Longnan projects		177,656	197,560	369,727	371,213	12,110,624
Changkeng gold project		18,292	25,031	80,939	109,696	8,243,990
Gold Bull Mountain		12,957	14,390	23,067	25,433	2,296,170
Sihui		-	-	106	526	6,099
		208,905	236,981	473,839	506,868	22,656,883

During the three and six months ended June 30, 2015, the Company did not conduct any exploration activities on the Changkeng and Gold Bull Mountain projects, except for maintaining the exploration permits.

3.2

Administrative Expenses

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

For the three months ended June 30, 2015, the Company incurred a total of $502,614 of administrative expenses (2014 - $ 501,224).

For the six months ended June 30, 2015, the Company incurred a total of $951,030 of administrative expenses (2014 - $ 1,049,004).

The following table is a summary of the Company’s administrative expenses for the three and six ended June 30, 2015 and 2014.

	Three months ended June 30,		Six months ended June 30,
Administrative expenses	2015	2014	2015	2014
	$	$	$	$
Accounting and audit	43,272	28,288	67,417	50,406
Amortization	13,127	17,731	29,898	36,127
Consulting	18,182	2,263	26,600	7,144
Directors’ fees	10,124	13,000	29,124	31,000
Foreign exchange loss	(5,299)	(7,776)	17,144	(2,928)
Investor relations	17,699	9,678	23,482	19,207
Legal and regulatory	88,001	27,075	129,165	60,884
Office and miscellaneous	129,586	83,897	251,110	207,859
Property investigation	2,821	18,557	28,486	38,482
Salaries and benefits	142,010	194,944	268,882	347,504
Share-based compensation	11,194	99,685	24,542	222,025
Travel and transportation	31,897	13,882	55,180	31,294
	502,614	501,224	951,030	1,049,004

( 11 )

Significant changes in expenses are as follows:

Accounting and auditing

Accounting and auditing expenses for the three months ended June 30, 2015 were $43,272 compared to $28,288 for the comparative period of 2014. The increase was due to the Company engaging its external auditor for quarterly review in 2015.

Accounting and auditing expenses for the six months ended June 30, 2015 were $67,417 compared to $50,406 for the comparative period of 2014. The increase was due to the same reason described above.

Legal and regulatory

Legal, regulatory and filing expenses were $88,001 for the three months ended June 30, 2015 compared to $27,075 for the comparative period of 2014. The increase was due to the Company engaging an external legal counsel to assist with the transaction with Minco Silver and general corporate matters during the period of 2015.

Legal, regulatory and filing expenses were $129,165 for the six months ended June 30, 2015 compared to $60,884 for the comparative period of 2014. The increase was due the same reason described above.

Office administrative expenses

Office administrative expenses were $129,586 for the three months ended June 30, 2015 compared to $83,897 for the comparative period of 2014. The increase was mainly due to an increase in insurance premiums for the directors and officers insurance policy in 2015.

Office administrative expenses for the six months ended June 30, 2015 were $251,110 compared to $207,859 for the comparative period of 2014. The increase was due to the same reason described above.

Salaries and benefit

Salaries and benefit expense for the three months ended June 30, 2015 was $142,010 compared to $194,994 for the comparative period of 2014. The decrease was due to the departure of the former CFO during 2014.

Salaries and benefit expense for the six months ended June 30, 2015 was $268,882 compared to $347,504 for the comparative period of 2014. The decrease was due to the same reason described above.

Share-based compensation

Share-based compensation expense for the three months ended June 30, 2015 was $11,194 compared to $99,685 for the comparative period of 2014. The decrease was due to no stock options granted in 2015.

Share-based compensation expense for the six months ended June 30, 2015 was $24,542 compared to $222,025 for the comparative period of 2014. The decrease was due to the same reason described above.

Travel and transportation

Travel and transportation expense for the three months ended June 30, 2015 was $31,897 compared to $13,882 for the comparative period of 2014. The increase was due to increasing business activities and business meetings in 2015.

Travel and transportation expense for the six months ended June 30, 2015 was $55,180 compared to $31,294 for the comparative period of 2014. The increase was due to the same reason described above.

3.3

Finance and other income (expense)

For the three months ended June 30, 2015, the net amount of finance and other income was $10,092 compared to the finance and other expense of $3,415 for the comparative period of 2014. The other gain in 2015 was due to a recovery of impairment in the equity investment in Minco Silver of $295,027.

For the six months ended June 30, 2015, the net amount of finance and other income was $69,996, representing a gain from legal settlement of $51,745 and interest income of $18,251, compared to an expense of $2,396 for the comparative period of 2014. The other loss in 2015 was due to impairment in the equity investment in Minco Silver of $3,171,647.

( 12 )

4.

Summary of Quarterly Results (unaudited)

	Net income (loss) attributable to	Income (loss) per share
Period ended	shareholders	Basic	Diluted
06-30-2015(*****)	278,997	0.01	0.01
03-31-2015(****)	(3,810,723)	(0.08)	(0.08)
12-31-2014 (***)	(4,455,430)	(0.09)	(0.09)
09-30-2014	(658,961)	(0.01)	(0.01)
06-30-2014 (**)	(1,335,106)	(0.03)	(0.03)
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)

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 increased to $1.3 million for the period ended September 30, 2013 mainly due to the higher share of loss from equity investment in Minco Silver and a higher exploration cost.

(**) Net loss increased to $1.3 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.

(***) Net loss increased to $4.4 million for the period ended December 31, 2014 mainly due to the impairment recorded for the equity investment in Minco Silver of $4.2 million.

(****) Net loss increased to $3.8 million for the period ended March 31, 2015 mainly due to the impairment recorded for the equity investment in Minco Silver of $3.5 million.

(****) Net income of $0.3 million for the period ended June 30, 2015 mainly due to a gain from Equity investment in Minco Silver.

4.1

Amendment to Quarterly Results

The Company has revised its previously filed June 30, 2014, and September 30, 2014 unaudited interim condensed consolidated interim financial statements to adjust the accounting for its investment in Minco Silver. Please refer to the Company’s annual MD&A dated March 27, 2015 filed on SEDAR at www.sedar.com.

5.

Liquidity and Capital Resources

5.1

Cash Flows

	Six months ended June 30,
	2015	2014
	$	$
Operating activities	(1,339,852)	(1,362,406)
Investing activities	1,703,490	2,206,329
Financing activities	17,290	69,000

( 13 )

Operating activities

For the six months ended June 30, 2015, the Company used $1,339,852 cash in operating activities compared to $1,362,406 cash used in the comparative period of 2014.

Investing activities

For the six months ended June 30, 2015, the Company generated $1,703,490 from investing activities. During the period, the Company received $1,600,000 cash advanced from Minco Silver as a deposit for selling Changkeng Gold Project to Minco Silver. In addition, the Company received RMB 500,000 ($103,490) proceeds from the legal settlement with the 208 Team. In the comparative period of 2014, the Company received RMB 4 million ($720,095) proceeds from the legal settlement with the 208 Team. The Company also obtained proceeds of $1,500,000 from the disposition of Minco Silver’s share.

Financing activities

For the six months ended June 30, 2015, the Company received $17,290 cash from exercised of stock option. In the comparative period of 2014, the Company received cash of $69,000 from the exercised of stock options.

5.2

Capital Resources and Liquidity Risk

As at June 30, 2015, cash and cash equivalent of $2,622,673 consists of $1,336,113 and 1,286,560 held for sale, out of which, $1,277,178 was held by the Company’s Chinese subsidiaries in China, and $9,383 remained in Hong Kong. Cash held for sale was included in asset held for sale presented on the statement of financial position. 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 and to cover administrative expenditures in Canada.

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 of the Company completed the SPA, which will provide sufficient funds to meet its cash requirements for the Company`s administrative overhead throughout the next twelve months. The Company also intends to use the proceeds from the Transaction to pursue strategic mineral acquisitions, joint ventures or other transactions outside of China.

5.3

Contractual Obligations

The Company’s contractual obligations are related to a cost sharing agreement between the Company, Minco Silver and Minco Base Metals Corporation (“MBM”), related parties domiciled in Canada, which outlines shared expenses incurred by the three companies including consulting and rental expenses.

There have been no material changes in the Company’s contractual obligations for the six months ended June 30, 2015 compared to the year ended December 31, 2014. Please refer to the Company’s 2014 MD&A dated March 27, 2015, available on SEDAR.

6.

Off -Balance Sheet Arrangements

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

7.

Transactions with Related Parties

Shared expenses

Minco Silver and Minco Gold share offices and certain administrative expenses in Beijing and Minco Silver, MBM, a company with which the Company’s CEO has significant influence over, and Minco Gold share offices and certain administrative expenses in Vancouver.

At June 30, 2015, the Company had $3,882,404 due to Minco Silver (December 31, 2014 – $3,603,848) and consisted of the following:

( 14 )

Amount due to Foshan Minco as at June 30, 2015 of $201,242 (December 31, 2014 – due from Foshan Minco of $35,101), representing funds advanced from Foshan Minco to support its operating activities in China.

Amount due to Minco Silver as at June 30, 2015 was $3,681,162 (December 31, 2014 – $3,638,949) representing funds advanced from Minco Silver to Minco Gold to support its operating activities in Canada net of shared head office expenses. The amount due to Minco Silver consists of $3,700,000 debt to Minco Silver and $18,838 of shared expenses due from Minco Silver. Debt of $3,700,000 was settled as part of the Company’s sale of the Changkeng Gold Project (Section 1).

At June 30, 2015, the Company had $42,409 due from MBM (December 31, 2014 - $47,696), in relation to shared 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. Upon completion of the transaction described in section 1, the agreement related to the funding of Fuwan Project was no longer required.

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, 2015, Minco China held US$5,401,778 ($6,673,357) (December 31, 2014 - US$11,352,188 ($13,201,460)) and RMB 42,681 ($8,662) (December 31, 2014 - RMB 39,513 ($7,466)) 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, 2015 and 2014, the following compensation was paid to key management:

	Three months ended June 30,		Six months ended June 30,
	2015	2014	2015	2014
	$	$	$	$
Cash remuneration	46,600	94,202	145,000	156,452
Share-based compensation	9,170	68,533	19,476	156,153
Total	55,770	162,735	164,476	312,605

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

8.

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:

( 15 )

Impairment

At each reporting date, management conducts a review to determine whether there is any objective evidence that the investment in associate is impaired. This determination requires significant judgment. In making this judgment, management evaluates among other factors, the duration and extent to which the recoverable amount of the investment in Minco Silver is less than its carrying value.

If the recoverable amount is less than the carrying value, the company recognizes an impairment loss in the statement of income (loss).

Management evaluated its investment in Minco Silver for impairment and due to the significant decline in the market value of the Minco Silver shares; the company has recognized an impairment loss of $3,171,647 during the six months ended June 30, 2015. As at March 31, 2015, the Company recognized an impairment loss of $3,466,674. During the three months ended June 30, 2015, the market price of Minco Silver increased. The Company recognized an impairment recovery of $295,027.

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 of the Company completed the SPA,which will provide sufficient funds to meet its cash requirements for the Company’s administrative overhead for the next 12 months.

9.

Accounting Standards Issued but Not Yet Applied

IFRS 9, Financial Instruments was issued in November 2009 and addresses classification and measurement of financial assets. It replaces the multiple category and measurement models in IAS 39 Financial Instruments: Recognition and Measurement for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. Requirements for financial liabilities were added to IFRS 9 in October 2010 and they largely carried forward existing requirements in IAS 39 except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss are generally recorded in other comprehensive income. This effective date of this new standard will be for periods beginning on or after January 1, 2018 with early adoption permitted. The Company has not yet assessed the impact of this standard or determined whether it will adopt earlier.

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 carrying value of financial assets and liabilities as at June 30, 2015 and December 31, 2014.

	June 30,			December 31,
	2015			2014
Loans and receivables		$		$
Cash			1,336,113	2,117,038
Receivables			10,816	103,174
Due from related party			42,409	47,696
Assets held for sale			1,508,723	-

( 16 )

Liabilities
Accounts payables	105,081	444,914
Advance from non-controlling interest	-	453,463
Advance from related party	1,600,000	-
Due to related party	3,882,404	3,603,848
Liability held for sale	682,848	-

The carrying value of the Company’s loans and receivables and financial liabilities approximate their fair value.

Financial risk factors

The Company’s operations consist of the acquisition, exploration and development of properties in China as at June 30, 2015. 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, 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. Upon the completion of the transaction described in section 1, the financial risk factors will changed as the proceeds will reduce the liquidity risk and the Company will seek strategic opportunities outside of China.

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 consolidated 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, 2015, total cash of $2,622,673, including $1,336,113, and $1,286,560 held for sale (2014 - $2,117,038) was placed with a few institutions.

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 held in these entities. 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 year 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 investments held by the Company bear interest at a fixed rate thus exposing the Company to the risk of changes in fair value arising from interest rate fluctuations. A 1% increase in the interest rate in Canada will have a net (before tax) income effect of $14,570 (December 31, 2014 - $21,000), assuming the foreign exchange rate remains constant.

( 17 )

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, 2014, dated March 31, 2015, 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.

The control framework used to design the Company’s internal control over financial reporting is the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

During the six-month period ended June 30, 2015, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect 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.

( 18 )

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

1.

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, 2015.

2.

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.

3.

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.

4.

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.

5.

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 (2013) 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

6.

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, 2015 and ended on June 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14, 2015

_______________________

Ken Cai

Chief Executive Officer

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, David Li, Chief Financial Officer of Minco Gold Corporation, certify the following:

1.

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, 2015.

2.

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.

3.

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.

4.

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.

5.

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 (2013) 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

6.

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, 2015 and ended on June 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14, 2015

/s/ David Li

_______________________

David Li

Chief Financial Officer

Minco Capital (QB) (USOTC:MGHCF)
Historical Stock Chart
From Oct 2024 to Nov 2024

Click Here for more Minco Capital (QB) Charts.

Minco Capital (QB) (USOTC:MGHCF)
Historical Stock Chart
From Nov 2023 to Nov 2024

Share on Facebook Share on Twitter Share on Email

Loading Messages....

See More Message Board Posts

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

MGHCF Minco Capital Corporation (QB)

Latest MGHCF Messages

Loading Messages....

Minco Gold Corp News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

MGHCF Minco Capital Corporation (QB)

Latest MGHCF Messages

Loading Messages....

Minco Gold Corp News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App