20FR12G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F/A2

x REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended ________________________________

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to  ____________

GRANDVIEW GOLD INC.
(Exact name of Registrant as specified in its charter)

Ontario, Canada
(Jurisdiction of incorporation or organization)

500 – 360 Bay Street, Toronto, Ontario Canada, M5H 2V6
(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:
None

Securities to be registered pursuant to Section 12(g) of the Act:
common shares
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: Not Applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.
Yes x No ¨

Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 x Item 18 ¨

TABLE OF CONTENTS

GLOSSARY				iii
ITEM 1:   Identity of Directors, Senior Management and Advisors				1
	1A.	Directors and Senior Management		1
	1B.	Advisors		1
	1C.	Auditors		2
ITEM 2: Offer Statistics and Expected Timetable				2
ITEM 3: Key Information				2
	3A.	Selected Financial Data		2
	3B.	Capitalization and Indebtedness		3
	3C.	Reasons For The Offer and Use Of Proceeds		4
	3D.	Risk Factors		4
ITEM 4: Information on the Company				11
	4A.	History and Development of the Company		11
	4B.	Business Overview		13
	4C.	Organizational Structure		15
	4D.	Property, Plants and Equipment		15
		4D.1.	Pony Creek/Elliott Dome Property, Elko County, Nevada	15
		4D.2.	Dixie Lake Property, Red Lake Mining Division, Ontario	24
		4D.3.	Bissett Gold Camp, Manitoba	28
		4D.4.	Red Lake Property, Ontario	30
		4D.5.	Gem Property, Manitoba	30
ITEM 5: Operating and Financial Review and Prospects				31
	5A.	Operating Results		33
	5B.	Liquidity and Capital Resources		34
	5C.	Research and development, patents and licenses, etc		35
	5D.	Trend Information		35
	5E.	Off-Balance Sheet Arrangements		35
	5F.	Tabular Disclosure of Contractual Obligations		35
ITEM 6: Directors, Senior Management, and Employees				36
	6A.	Directors and Senior Management		36
	6B.	Compensation		38
		6B.1.	No Termination Agreements for Executive Officers and Directors	38
		6B.2.	Stock Option Plan	38
	6C.	Board Practices		39
	6D.	Employees		39
	6E.	Share Ownership		39
		6E.1.	Details of Share Ownership	39
ITEM 7: Major Shareholders and Related Party Transactions				40
	7A.	Major Shareholders		40
	7B.	Related Party Transactions		41
	7C.	Interests of Experts and Counsel		41
ITEM 8: Financial Information				41
	8A.	Consolidated Statements and Other Financial Information		41
	8B.	Significant Changes		41
ITEM 9: The Offer and Listing				42
	9A.	Common Share Trading Information		42
	9B.	Stock Exchanges Identified		42

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	9C.	Plan of Distribution		42
	9D.	Markets		43
	9E.	Selling Shareholders		43
	9F.	Dilution		43
	9G.	Expenses of the Issue		43
ITEM 10:     Additional Information				43
	10A.	Share Capital		43
	10B.	Memorandum and Articles of Association		43
	10C.	Material Contracts		45
	10D.	Exchange Controls		47
	10E.	Taxation		48
		10E.1.	Certain Canadian Federal Income Tax Consequences - General	48
		10E.2.	Dividends	48
		10E.3.	Disposition of Common Shares	48
		10E.4.	United States Taxation	49
	10F.	Dividends and Paying Agents		53
	10G.	Statements by Experts		53
	10H.	Documents on Display		53
	10I.	Subsidiary Information		53
ITEM 11:     Quantiitative and Qualitative Disclosures about Market Risk				54
ITEM 12:     Description of Securities other than Equity Securities				54
ITEM 13:     Defaults, Dividend Arrearages and Delinquencies				54
ITEM 14:     Material Modifications to the Rights of Security Holders and Use of Proceeds				54
ITEM 15:     Controls and Procedures				54
ITEM 16:     Reserved				54
ITEM 17:     Financial Statements				54
ITEM 18:     Financial Statements				54
ITEM 19:     Exhibits				54
	19A.	Financial Statements		54
	19B.	Exhibits		55
SIGNATURES				56

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GLOSSARY

Following is a glossary of terms used throughout this Registration Statement.

assay	a precise and accurate analysis of the metal contents in an ore or rock sample
concentrate	a concentrate of minerals produced by crushing, grinding and processing methods such as gravity, flotation or leaching.
cut-off grade	deemed grade of mineralization, established by reference to economic factors, above which material is considered ore and below which is considered waste.
development stage	includes all companies engaged in the preparation of an established commercially mineable deposit (reserves) for its extraction which are not in the production stage.
dilution	the contamination of ore with barren wall rock; this means that in extracting ore, rock is also extracted, which contains a lesser amount of the mineral than the ore, effectively reducing the grade of the ore.
exploration stage	All companies engaged in the search for mineral deposits (reserves) which are not in either the development or production stage.
feasibility study	a detailed report assessing the feasibility, economics and engineering of placing a mineral deposit into commercial production.
gold deposit	means a mineral deposit mineralized with gold.
inferred mineral resource	that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings, and drill holes.
lode mining	mining of gold bearing rocks, typically in the form of veins or stockworks
mineral resource	a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such grade or quality that it has reasonable prospects of economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.
ore	a naturally occurring rock or material from which minerals, such as gold, can be extracted at a profit; a determination of whether a mineral deposit contains ore is often made by a feasibility study.
ounce or oz.	a troy ounce or 20 pennyweights or 480 grains or 31.103 grams
patented mining claim	a claim to which a patent has been obtained from the government by compliance with laws relating to such claims.
prospect	an area prospective for economic minerals based on geological, geophysical, geochemical and other criteria

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probable (indicated) reserves	Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measure) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
production stage	all companies engaged in the exploitation of a mineral deposit (reserve).
proven (measured) reserves	Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well- established.
reserve	that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination. Reserves are customarily stated in terms of "ore" when dealing with metalliferous minerals such as gold or silver
reverse circulation drill	a large machine that produces a continuous chip sample of the rock or material being drilled
shaft	a vertical or inclined tunnel in an underground mine driven downward from surface
shear	a tabular zone of faulting within which the rocks are crushed and flattened
stockwork	multiple small veins of mineralization that have so penetrated a rock mass that the whole rock mass can be considered mineralized.
ton	short ton (2,000 pounds).
tonne	metric tonne (2,204.6 pounds).
trenching	the surface excavation of a linear trench to expose mineralization for sampling
vein	a tabular body of rock typically of narrow thickness and often mineralized occupying a fault, shear, fissure or fracture crosscutting another pre-existing rock

For ease of reference, the following conversion factors are provided:

1 mile (mi)	= 1.609 kilometres (km)	2,204 pounds (lbs)	= 1 tonne
1 yard (yd)	= 0.9144 meter (m)	2,000 pounds/1 short ton	= 0.907 tonne
1 acre	= 0.405 hectare (ha)	1 troy ounce	= 31.103 grams

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PART I

ITEM 1:      IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

     1A.      Directors and Senior Management

The names, business addresses and principal occupations of the directors and senior management of Grandview Gold Inc. (the “Company”) as of November 9, 2005 are set forth below:

Name and Business Address	Position with Company	Principal Occupation
Richard Brown 55 University Avenue Suite 1705 Toronto, Ontario Canada, M5J 2H7	Chairman	Investment banker with Osprey Capital
Ian Grant 150 Bessborough Drive Toronto, Ontario Canada, M4G 3J6	Director	Financier/Principal with SeaBiscuit Capital Corporation
John Hogg 2400 Crestview Drive   Elko, Nevada 89901	Director	Certified Geologist with CMQ Resources
Joel Strickland 90 Sumach Street, Suite 21 Toronto, Ontario Canada, M5A 4R4	Director	Vice President - Mergers & Accquisitions of Navitrak
Raymond Pecoskie Suite 500 – 360 Bay Street Toronto, Ontario Canada, M5H 2V6	President, CEO	Professional Engineer, President of Grandview Gold Inc.
Michael A. Dehn 1068 Queens Avenue Oakville, Ontario Canada, L6H 2B5	Vice President of Corporate Development	President and CEO, Nayarit Gold Inc.
Michael Hitch 19 McGuiness Drive Brantford, Ontario Canada, N3T 6M5	Director	Chief Operating Officer and Managing Director of Golden China Management

     1B.      Advisors

The Company’s Attorneys are:	The Company’s Bank is:
WeirFoulds, LLP	Bank of Montreal
1600 – 130 King Street W	First Canadian Place
Toronto Ontario, M5X 1J5	100 King Street West, Main Level
Canada	Toronto, Ontario, M5X 1A3 Canada

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     1C. Auditors

     The Company’s auditors for the financial statements are: 
                    McCarney Greenwood LLP
                    Robert Brent (416) 362-0515 ext 343 
                    10 Bay Street, Suite 900 
                    Toronto, Ontario, M5J 2R8 
                    Canada

                    * Member - Canadian Institute of Chartered Accountants

ITEM 2:      OFFER STATISTICS AND EXPECTED TIMETABLE

                    Not Applicable.

ITEM 3:      KEY INFORMATION

     3A.      Selected Financial Data

Following is selected financial data of the Company, expressed in Canadian dollars, for the fiscal years ended May 31, 2005, 2004, 2003, 2002, and 2001 (audited), and the three month period ended August 31, 2005 (unaudited) which were prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”), which differ substantially from United States generally accepted accounting principles “(US GAAP”). Reference is made to Note 14 to the audited financial statements for the period ended May 31, 2005 in Item 17. Financial Statements for a description of the differences between Canadian and United States generally accepted accounting principles, and how these differences could affect the Company’s financial statements The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Registration Statement.

Table No. 1: Selected Financial Data

	Three	Three
	Months	Months	Year	Year	Year	Year	Year
	Ended	Ended	Ended	Ended	Ended	Ended	Ended
	August 31,	August 31,	May 31,	May 31,	May 31,	May 31,	May 31,
(CAD$)	2005	2004	2005	2004	2003	2002	2001
	(unaudited)	(unaudited)	(audited)	(audited)	(audited)	(audited)	(audited)
CANADIAN GAAP
Revenue	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Income (Loss) for the Period	(255,905)	(48,611)	(1,485,564)	1,058	($213,473)	($146,025)	($85,318)
Basic Earning (Loss) Per	($0.02)	($0.01)	($0.14)	0.00	($0.07)	($0.04)	($0.116)
Share
Dividends Per Share	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Period-end Shares	13,950,598	10,482,994	11,851,494	3,270,998	3,270,998	3,270,998	3,270,998
Cash	2,386,005	33,379	244,067	1	37	513	3,018
Working Capital	2,198,566	8,240	810,711	($56,032)	($87,090)	($97,607)	($73,182)
Mineral Properties	888,889	137,438	659,236	562	Nil	Nil	Nil
Long-term Debt	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Capital Stock	7,142,938	3,628,765	4,781,750	3,378,444	3,378,444	3,378,444	3,378,444
Shareholders’ Equity	3,087,445	145,678	810,711	($56,032)	($57,090)	$142,393	$288,418
Total Assets	3,334,646	212,813	943,727	$10,819	$35,821	$246,307	$369,902

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	Three	Three
	Months	Months	Year	Year	Year	Year	Year
	Ended	Ended	Ended	Ended	Ended	Ended	Ended
	August 31,	August 31,	May 31,	May 31,	May 31,	May 31,	May 31,
(CAD$)	2005	2004	2005	2004	2003	2002	2001
	(unaudited)	(unaudited)	(audited)	(audited)	(audited)	(audited)	(audited)
US GAAP
Net Income (Loss)	(485,558)	(185,487)	(2,144,238)	20,730	(124,893)	(24,925)	-
Income (Loss) Per Share	($0.04)	($0.03)	($0.20)	$0.01	($0.04)	($0.01)	-
Mineral Properties	Nil	Nil	Nil	Nil	Nil	Nil	-
Shareholders’ Equity	$2,198,566	$8,240	$151,475	($56,594)	($57,090)	$142,393	-
Total Assets	$2,445,757	$75,375	$284,491	$10,257	$35,821	$246,307	-

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CAD$).

Table No.2 sets forth the exchange rates for the Canadian Dollar at the end of the five most recent fiscal years ended May 31, the average rates for the period, and the range of high and low rates for the period. The data for each of the last six months is also disclosed.

For the purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The table sets forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar. The average rate means the average of the exchange rates on the last day of each month during the period.

Table No. 2: U.S. Dollar/Canadian Dollar

	Average	High	Low	Close
October 2005	-	1.1887	1.1611	1.1812
September 2005	-	1.1882	1.1611	1.1627
August 2005	-	1.2187	1.8889	1.1871
July 2005	-	1.2432	1.2051	1.2241
June 2005	-	1.2577	1.2256	1.2254
May 2005	-	1.2704	1.2372	1.2552
Fiscal Years Ended:
5/31/2005	1.2600	-	-	1.2510
5/31/2004	1.3428	-	-	1.3634
5/31/2003	1.5202	-	-	1.3695
5/31/2002	1.5653	-	-	1.3695
5/31/2001	1.5166	-	-	1.3695

The exchange rates are based upon the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. At November 3, 2005, one Canadian dollar, as quoted by Reuters and other sources at 4 P.M. Eastern Time for New York foreign exchange selling rates (for bank transactions of at least $1,000,000), equalled $0.8460 in U.S. dollars (Source: The Wall Street Journal).

     3B.      Capitalization and Indebtedness

Table No. 3 sets forth the capitalization and indebtedness of the Company at October 31, 2005 As at October 31, 2005 the Company had cash and cash equivalents of approximately $2,327,000. The Company had no debt outstanding to related parties at October 31, 2005, and had issued and outstanding 15,100,918 shares of common stock (“Shares”).

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As at October 31, 2005

SHAREHOLDER’S EQUITY
Common-voting shares issued and outstanding	15,100,918
Contributed Surplus	$921,904
Retained earnings (deficit)	$(5,574,540)
Net stockholders’ Equity	$3,827,812
TOTAL CAPITALIZATION
Common-voting shares issued and outstanding	15,100,918
Warrants Outstanding	1,646,154
Stock Options Outstanding	1,275,000
Preferred Shares Outstanding	Nil
Capital Leases	Nil
Guaranteed Debt	Nil

     3C.      Reasons For The Offer and Use Of Proceeds

                 Not Applicable.

     3D.      Risk Factors

The business of the Company entails significant risks, and an investment in the Shares should be considered highly speculative for a variety of reasons. An investment in the Shares should only be undertaken by persons who have sufficient financial resources to enable them to assume such risks. In addition to the usual risks associated with investment in a business, the following is a general description of significant risk factors, which should be considered.

We Have No Ongoing Mining Operations, None of our Mineral Properties Contain a Known Commercially Mineable Mineral Deposit, We Have Never Received Any Revenues From Mining Operations, and Our Chances of Reaching the Development Stage on Any of our Properties is Remote.

Since our inception, we have never engaged in any mining operations and the Company has not generated any revenues from mining operations. Our activities have been limited to the highly speculative business of acquiring and exploring properties in the hope that commercial quantities of gold will be discovered. At the present time, none of our properties contain a known commercially mineable mineral deposit. We believe that the probability of our reaching the development stage on any of our properties is remote for a number of reasons. The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties, which are explored, are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, including, but not limited to the following: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. Because exploration properties

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rarely become producing mines, investors must be prepared for the possibility that we will be unsuccessful and that they could lose their entire investment.

In the remote possibility that we place any of our properties into production, of which there can be no assurance, we would face numerous risks associated with mining operations. These risks include adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes, and the inability to maintain the infrastructure for our production activities. Mining and mining exploration is risky, presenting potentially dangerous conditions for workers. Large, heavy equipment and machinery is used and toxic substances are utilized and encountered in exploration, extraction, and processing. Misuse and accidents could result in serious injury and death to personnel. Such events could be caused by numerous factors including faulty equipment, unsafe practices, explosions, fires, natural phenomenon (such as lightening, mudslides, cave-ins, etc.), which may be impossible to avoid and protect against. In the event of any such misuse, accidents or natural disasters, personnel could be injured and killed, and mining operations suspended or terminated. In addition, any future development activities, of which there can be no assurance, would depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important factors, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could make it very difficult, it not impossible, to engage in any development activities and force us to incur expenses that we had not planned on spending.

Because We Have No Revenue Producing Operations, We are Dependent Upon Our Ability to Raise Funds In Order to Stay In Business. Since inception, the Company has not generated any revenues from mining operations. As of August 31, 2005, the Company had an accumulated deficit of approximately $5.2 million. With limited cash resources, it will be necessary in the near and over the long term to raise substantial funds from external sources to maintain our interest in the Pony Creek/Elliott Dome Property, to acquire, explore, and if warranted, develop other mineral properties, participate in other projects and provide sufficient cash to fund operations. Our auditors have expressed doubt as to our ability to continue as a going concern. There is no assurance that we will be able to raise the funds on acceptable terms, or at all. If we do not raise these funds, we would be unable to pursue our planned business operations and investors could lose their investment. If we are able to raise these funds, it is likely that investors will experience dilution of their interests, which could result in a decrease in the value of their Shares.

If We Do Not Make Substantial Payments in the Next Two Years, We Could Lose Our Right to Acquire a 60% Interest in the Pony Creek/Elliott Dome Property. In order to acquire our 60% interest in the Pony Creek/Elliott Dome Property, we are required to spend up to $1.5 million US by July 31, 2006 on exploration of the property, with an additional $2 million US due by August 31, 2007, if certain conditions are not met. Reference is made to Item 4D. Information on the Company: Property, Plants and Equipment, for a description of the Company’s obligations regarding its acquisition of a 60% interest in the Pony Creek/Elliott Dome Property from Mill City. At the present time, the Company does not have the necessary funds to pay for the exploration programs due by July 31, 2006. In the event the Company is unable to pay for the required exploration programs, it would forfeit its interest in the property, including any funds previously paid.

We Could Lose our Interest in the Pony Creek/Elliott Dome Property if Mill City Defaults on its Obligations. In 2004, we acquired from Mill City International Corporation (“Mill City”) an option to acquire a 60% interest in the Pony Creek/Elliott Dome Property, located in Elko County, Nevada. Mill City, in turn, acquired the Pony Creek/Elliott Dome Property in 2003 from Mr. Carl Pescio (“Pescio”). If Mill City defaults on its purchase obligations to Pescio, and such defaults are not cured, title to the claims would revert to Pescio. In such event, the Company’s option to acquire a 60% interest in the property could lapse, notwithstanding that the Company has fulfilled all of its obligations under its agreement with Pescio and Mill City. Reference is made to Item 4D. Information on the Company: Property, Plants

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and Equipment, for a description of the Company’s obligations regarding its acquisitions of a 60% interest in the Pony Creek/Elliott Dome Property from Mill City.

Title To Our Mining Properties Has Not Been Verified so Such Properties may be Subject to Prior Unregistered Liens, Agreements, Transfers or Claims, and may be Affected by Undetected Defects.

Although the title to the properties in which the Company holds interests were reviewed by or on behalf of us, and title opinions were delivered to us, no assurances can be given that there are no title defects affecting such properties. Our ability to ensure that we have obtained secure claim to individual mineral properties or mining concessions may be severely constrained. The Company has not conducted surveys of the claims in which it holds direct or indirect interests; therefore, the precise area and location of such claims may be in doubt. Accordingly, the properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. In addition, the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

The Value of our Mineral Properties is Dependent Upon Commodity Prices Which Can Fluctuate Widely. The price of our Shares, our financial results and exploration, development and mining activities may in the future be significantly adversely affected by declines in the price of gold, copper, or other minerals. Gold and other mineral prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as the sale or purchase of such commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major gold or other mineral-producing countries throughout the world. The prices of gold or other minerals have fluctuated widely in recent years, and future serious price declines could cause continued exploration of our properties to be impracticable. Depending on the price of gold or other minerals, in the remote possibility that any of our properties enter commercial production, cash flow from such mining operations may not be sufficient and the Company could be forced to discontinue production and may lose its interest in, or may be forced to sell, some of its properties. Future production from the Company’s mining properties is dependent on gold or other mineral prices that are adequate to make these properties economic.

In addition to adversely affecting the Company’s reserve estimates, its ability to obtain financing, and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility, and operational requirements, of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

We Are Not Engaged in Mining Operations; In the Event We Engage in Mining Operations in the Future, We Would Face Substantial Regulation Which Would be Very Costly to Comply With. We are not engaged in any mining operations at the present time and there can be no assurance we will ever engage in any mining operations in the future. All of our current activities are exploratory in nature. If our exploration activities uncover a commercially mineable mineral deposit, of which there can be no assurance, we plan to take the necessary steps to commence mining operations. Mining operations in the United States and Canada are subject to federal, provincial and local laws relating to the protection of the environment, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. Mining operations are also subject to federal, provincial and local laws, which seek to maintain health and safety standards by regulating the design and use of mining methods and equipment. Various permits from government bodies are required for mining operations to be conducted; no assurance can be given that such permits will be received. No assurance can be given that environmental standards imposed by federal, provincial or local authorities will not be changed with material adverse effect on the Company's activities. Moreover, compliance with such laws may cause substantial delays and require capital outlays in excess of those anticipated, thus causing an

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adverse effect on the Company. Additionally, the Company may be subject to liability for pollution or other environmental damage, which it may elect not to insure against due to prohibitive premium costs and other reasons.

Exchange Rate and Interest Rate Fluctuations May Increase the Company’s Costs. Exchange rate fluctuations may affect the costs that the Company incurs in its exploration activities. Gold and other minerals are generally sold in U.S. dollars. Since the Company principally raises funds in Canadian dollars, and the Company’s costs are incurred principally in US dollars, the appreciation of the U.S dollar against the Canadian dollar can increase the cost of gold and other mineral exploration and production in Canadian dollar terms.

In the event interest rates rise, liabilities of the Company tied to interest rates may rise, increasing the Company’s borrowing and operating costs. Additionally, a general rise in interest rates could adversely affect the Company’s ability to secure equity financing.

There is a Risk that we will be Unable to Compete for Mineral Properties, Investment Funds and Technical Expertise. Significant and increasing competition exists for the limited number of gold and other precious metal acquisition opportunities available in North, South and Central America and elsewhere in the world. As a result of this competition, some of which is with large, established mining companies with substantially greater financial and technical resources than us, we may be unable to acquire additional attractive precious metal mining properties on terms we consider acceptable. Moreover, this competition makes it more difficult for us to attract and retain mining experts, and to secure financing for our operations. Accordingly, there can be no assurance that our exploration and acquisition programs will be successful or result in any commercial mining operations.

We Do Not Have Insurance; We Will Not Be Able to Insure Against All Possible Risks. The Company’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Company’s properties or the properties of others, delays, monetary losses and possible legal liability. If any such catastrophic event occurs, investors could lose their entire investment. Although the Company intends to obtain insurance to protect against certain risks in such amounts as it considers to be reasonable, it does not have any insurance at the present time. If and when insurance is obtained, of which there can be no assurance, the insurance will not cover all the potential risks associated with a mining Company’s operations. Moreover, the Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations. Should a catastrophic event arise, investors could lose their entire investment.

Adverse Government Policies and Environmental Risks Could Harm Our Business; The Amount of Capital Necessary to Meet All Environmental Regulations Associated with Our Exploration Programs Could Be In An Amount Great Enough to Force the Company to Cease Operations. Reference is made to “Item 4. Information on the Company. B. Business Overview.” for a discussion of the regulatory issues facing the Company. The current and anticipated future operations of the Company, including further exploration activities require permits from various U.S. governmental authorities. Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labour

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standards, occupational health, waste disposal, toxic substances, mine safety and other matters. We may not be able to obtain all necessary licenses and permits required to carry out exploration at, and developments of, our projects. Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on the Company and cause increases in capital expenditures which could result in a cessation of operations by the Company.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in resource exploration may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations. Large increases in capital expenditures resulting from any of the above factors could force the Company to cease operations.

Management May Be Subject to Conflicts of Interest Due to Affiliations with Other Resource Companies. Because some of our directors and officers have private mining interests and also serve as officers and/or directors of other public mining companies, their personal interests are continually in conflict with the interests of the Company. Situations will arise where these persons are presented with mining opportunities, which may be desirable for the Company, as well as other companies in which they have an interest, to pursue. There can be no assurance that the Company will be able to pursue such opportunities because of our officers and directors’ conflicts. In addition to competition for suitable mining opportunities, the Company competes with these other companies for investment capital, and technical resources, including consulting geologists, metallurgists engineers and others. Similarly, there can be no assurance that the Company will be able to obtain necessary investment capital and technical resources because of our officers and directors’ conflicts. Such conflict of interests are permitted under Canadian regulations and will continue to subject the Company to the continuing risk that it may be unable to acquire certain mining opportunities, investment capital and the necessary technical resources because of competing personal interests of some of our officers and directors.

Our Management May Not Be Subject to U.S. Legal Process Making it Very Difficult for Investors to Sue in the United States. The enforcement by investors of civil liabilities under the United States federal securities laws may be adversely affected by the fact that all of our officers and directors are neither citizens nor residents of the United States. There can be no assurance that (a) U.S. stockholders will be able to effect service of process within the United States upon such persons, (b) U.S. stockholders will be able to enforce, in United States courts, judgments against such persons obtained in such courts predicated upon the civil liability provisions of United States federal securities laws, (c) appropriate foreign courts would enforce judgments of United States courts obtained in actions against such persons predicated upon the civil liability provisions of the federal securities laws, and (d) the appropriate foreign courts would enforce, in original actions, liabilities against such persons predicated solely upon the United States federal securities laws.

However, U.S. laws would generally be enforced by a Canadian court provided that those laws are not contrary to Canadian public policy, are not foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and provided that they are in compliance with applicable Canadian legislation regarding the limitation of actions. Also, a Canadian court would generally recognize a judgment obtained in a U.S. Court except, for example:

(a)	Where the U.S. court, where the judgment was rendered, had no jurisdiction according to applicable Canadian law;
(b)	The judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, conclusive or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state;

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(c)	The judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure;
(d)	A dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court;
(e)	The outcome of the judgment of the U.S. court was inconsistent with Canadian public policy;
(f)	The judgment enforces obligations arising from foreign penal laws or laws that deal with taxation or the taking of property by a foreign government; or
(g)	There has not been compliance with applicable Canadian law dealing with the limitation of actions.

Gold Prices are Volatile and Could Decline in which case Our Properties May Not be Economically Viable. Gold prices fluctuate so that there is no assurance, even if substantial quantities of gold are discovered, that our properties will, in the future, prove to be economically viable. The prices of precious and base metals fluctuate on a daily basis and have experienced volatile and significant price movements over short periods of time. Prices are affected by numerous factors beyond our control, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, the U.S. dollar relative to other currencies), interest rates, central bank transactions, world supply for precious and base metals, international investments, monetary systems, and global or regional consumption patterns (such as the development of gold coin programs), speculative activities and increased worldwide production due to improved mining and production methods. The effect of these factors cannot be accurately predicted, and the combination of these factors may result in us not receiving adequate returns on invested capital or the investments retaining their respective values. There is no assurance that the price of gold (and of other precious and base metals) will be high enough so that our properties, assuming that we ever discover substantial quantities of gold, could be mined at a profit.

There is a Risk that Our Rights to Conduct Mining Explorations and Operations Could be Challenged by Third Parties Claiming Rights to Our Properties. We do not insure against third party actions claiming rights to explore and mine our properties. Accordingly, in the event that such a claim is made against us or our properties, our activities could be adversely affected. The costs of defending our title could be very time consuming and expensive with no guarantee that we would win. If such a claim is made, it may become difficult or impossible to either continue operations, if any, on the property being challenged and secure investment funds.

Our Stock will be a Penny Stock which Imposes Significant Restrictions on Broker-Dealers Recommending the Stock For Purchase. Securities and Exchange Commission (SEC) regulations define "penny stock" to include common stock that has a market price of less than $5.00 per share, subject to certain exceptions. These regulations include the following requirements: broker-dealers must deliver, prior to the transaction, a disclosure schedule prepared by the SEC relating to the penny stock market; broker-dealers must disclose the commissions payable to the broker-dealer and its registered representative; broker-dealers must disclose current quotations for the securities; if a broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealers presumed control over the market; and a broker-dealer must furnish its customers with monthly statements disclosing recent price information for all penny stocks held in the customer s account and information on the limited market in penny stocks. Additional sales practice requirements are imposed on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and must have received the purchaser’s written consent to the transaction prior to sale. If our Shares become subject to these penny stock rules these disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Shares, if such trading market should ever develop, of which there can be no assurance. Accordingly, this may result in a lack of liquidity in the Shares and investors may be unable to sell their Shares at prices considered reasonable by them.

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Our Stock Price Could be Volatile Causing Investors to Suffer Significant Losses If the Shares are Depressed or Illiquid when an Investor Desires to Sell his Shares. The market price of a publicly-traded stock, especially that of a mining exploration Company such as ours, is affected by many variables in addition to those directly related to exploration successes or failures. Such factors include the general condition of markets for mining exploration stocks, the strength of the economy generally, the availability of alternative investments, and the breadth of the public market for the stock. The market price of our Shares on the CNQ Exchange in Canada has been, and is likely to continue to be, volatile. Therefore, investors could suffer significant losses if our Shares are depressed or illiquid when an investor desires to sell Shares.

We Do Not Plan to Pay Any Dividends in the Foreseeable Future. The Company has never paid a dividend and it is unlikely that the Company will declare or pay a dividend until warranted based upon the factors outlined below. The declaration, amount and date of distribution of any dividends in the future will be decided by the Board of Directors from time-to-time, based upon, and subject to, the Company’s earnings, financial requirements and other conditions prevailing at the time.

The Company has Only One Full-Time Service Provider; We do Not Have a Full-Time Chief Financial Officer. The Company’s only full-time service provider is Ray Pecoskie, who is its President and Chief Executive Officer. We do not have a chief financial officer although Richard Brown, Chairman of the Board, is the head of the Financial Audit Committee and the books are held and monitored by Duguay & Ringler, an independent firm specializing in administrative and secretarial services for various companies. The loss of Mr. Pecoskie, for any reason, or our inability to attract and retain additional highly skilled employees, may adversely affect our business and future operations. We do not carry key-man insurance on any members of our management. Because of the increased obligations imposed by the Sarbanes-Oxley Act of 2002, the absence of a full-time CFO in the future will adversely affect the Company in the United States.

In the Event Mr. Ray Pecoskie, our President and Chief Executive Officer and sole Full-time Service Provider, Leaves the Company, Grandview would be Adversely Affected. In the event that Mr. Ray Pecoskie, our President and Chief Executive Officer, ceases to be employed by the Company, we would be materially and adversely affected. We are heavily dependent upon him. In the event his employment ceases, there is no assurance that a suitable replacement could be employed. The Company has no key-man life insurance or written consulting agreements with the Senior Officers or Directors; however the Company has secured the service of Ray Pecoskie through a service agreement dated June 1, 2004.

Future Sales of Common Shares by Existing Shareholders Could Cause the Price of our Shares to Decline. Sales of a large number of our Shares in the public markets, or the potential for such sales, could decrease the trading price of the Shares and could impair the Company’s ability to raise capital through future sales of Shares. The Company has previously issued Shares at effective prices per share, which are lower than what the Company’s Shares currently trade at. Accordingly, certain shareholders of the Company have an investment profit in the Shares that they may seek to liquidate. These sales of our Shares could cause the price of our Shares to decline.

Control by Principal Stockholders, Officers and Directors Could Adversely Affect Grandview Stockholders Because Such Persons Acting Together have the Ability to Control Substantially All Matters Submitted to Grandview Stockholders for Approval. The Company’s Senior Management, Directors and greater-than-five-percent stockholders (and their affiliates), acting together, have the ability to control substantially all matters submitted to Grandview stockholders for approval (including the election and removal of directors and any merger, consolidation or sale of all or substantially all of the Company’s assets) and to control the Company’s management and affairs. Accordingly, this concentration of ownership may have the effect of delaying, deferring or preventing a change in control of Grandview, impeding a merger, consolidation, takeover or other business combination involving the Company or discouraging a potential acquirer from making a tender offer or otherwise attempting to

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obtain control of the Company, which in turn could materially adversely affect the market price of the Company’s stock.

Dilution Through Exercise of Employee/Director/Consultant Options Could Adversely Affect Grandview Stockholders Through the Dilution of their Interests. Because the success of the Company is highly dependent upon its respective employees, the Company has granted to some or all of its Directors, consultants, and sole employee options to purchase common-voting shares as non-cash incentives. To the extent that significant numbers of such options may be exercised, the interests of the other stockholders of the Company may be diluted.

If Grandview is Characterized as a Passive Foreign Investment Company, its U.S. Shareholders may Suffer Adverse Tax Consequences. As more fully described below in “Item 10.E.4 –United States Taxation” if for any taxable year our passive income, or our assets which produce (or are held for the production of) passive income, exceed specified levels, we may be characterized as a passive foreign investment company for U.S. federal income tax purposes. This characterization could result in adverse U.S. tax consequences, including higher tax rates, to our U.S. shareholders. The issues relating to passive foreign companies are very complex and unfamiliar to most people. U.S. shareholders should consult with their own U.S. tax advisors with respect to the U.S. tax consequences of investing in our Shares.

As a "foreign private issuer”, Grandview is Exempt from the Section 14 Proxy Rules and Section 16 of the 1934 Securities Act, Possibly Resulting in Shareholders Having Less Complete and Timely Data. The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data. The exemption from Section 16 rules regarding sales of common-voting shares by insiders may result in shareholders having less data than would be provided for United States issuers, not exempt from such statues.

ITEM 4:      INFORMATION ON THE COMPANY

     4A.      History and Development of the Company

Grandview Gold Inc. (the “Company”) was originally incorporated under the Corporation Act of Ontario on November 23, 1945 as Loisan Red Lake Gold Mines Limited. Grandview was primarily engaged in the mineral exploration and resource sector up to April 27, 1987, when trading of the Company’s securities was ceased by the Ontario Securities Commission, and the Company remained primarily inactive until November 1998. At that time, the Company decided to invest in the common shares of Navitrak International, a company involved in high-technology products involving global positioning systems (GPS). During the next three years, Grandview found this initiative to be unfavorable and spent the period between November 2001 and November 2003 re-evaluating the prospects of re-entering the mineral exploration and mining sector.

A Province of Ontario Articles of Amendment was filed on November 6, 1979, changing the name to Grandview Energy Resources Incorporated. On September 22, 1983, a second Article of Amendment changed the Company’s name to Consolidated Grandview Inc.

Consolidated Grandview Inc. (the predecessor of Grandview Gold Inc.) was issued a temporary cease trade order by the Ontario Securities Commission on April 16, 1987, which was subsequently extended by a Cease Trade Order (CTO) issued by the OSC on April 29, 1987. The CTO was issued because the Company failed to file financial statements in accordance with the required timing deadlines. At the time of the CTO, the common shares of the Company were quoted on the Over-the-Counter Automated Quotation System, a predecessor of the Canadian Dealer Network (“CDN”). Subsequent to the CTO, the Company remained more or less inactive until recently.

During 1998, the Company shifted its business focus from mineral exploration to operating as a merchant bank with a business plan to acquire significant equity in high technology companies with prospects for exceptional growth. At the time, the Company’s management team was better suited toward this type of initiative. In November 1998 an initial investment was carried out with Navitrak International

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Corporation (“Navitrak”), a public company whose common shares were quoted on the Canadian Dealing Network (“CDN”).

On November 2, 2000, the cease trade order referenced above was lifted and on February 4, 2003 the cease trade order was re-issued for late filing of financial statements. During this same period, the Company determined that the initiative to invest in high technology companies was unfavorable, as much of the technology industry became mired in a well-documented ‘tech burst’ that bottomed out in late 2001.As such, the Company decided to re-instate the original business mandate and build a team focussed on mineral exploration and development.

During 2003, the Company attracted a new management team including a new board of directors and prepared to seek out a viable exploration property beyond its existing patented mining claims located in the Red Lake Mining Area of northwestern Ontario. The Company also addressed all outstanding financial matters and prepared to submit a request to the OSC to lift the existing cease trade order. The cease trade order was lifted on May 6, 2004 and subsequently, on July 6, 2004, the Company filed Articles of Amendment changing its corporate name to Grandview Gold Inc.

The Company’s executive office is located at:
360 Bay Street
Suite 500
Toronto, Ontario, M5H 2V6
Canada

Its registered and records office is located at Suite 500, 360 Bay Street, Toronto, Ontario, Canada. Its telephone number is (416) 486-3444.

The Company has financed its operations through the financings listed in the table shown below.

Table No. 3: Financings

Fiscal Year	Nature of Issuance	Number of Shares	Capital Raised
July 22, 2004	Private Placement (1)	120,000	$120,000
August 23, 2004	Private Placement (1)	150,000	$150,000
September 30, 2004	Private Placement (1)	175,000	$175,000
December 23, 2004	Private Placement (2)	1,005,000	$1,005,000
August 31, 2005	Private Placement (3)	2,099,104	$2,623,880
September 15, 2005	Private Placement (3)	590,320	$737,900
October 19, 2005	Private Placement (3)	400,000	$500,000

_________________

(1)	Units sold as 1 common share for $1.00/share. No commissions paid.
(2)	Each unit consisted of 1 common share and ½ share purchase warrant. The units were sold for $1.00/unit. Each whole share purchase warrant is convertible to one common share at an exercise price of $1.50 until December 23, 2005. Commission was paid in the form of 100,000 warrants exercisable at $1.15 until December 23, 2005.
(3)	A total placement, raising $3,861,780 was completed in three closings in August, September and October of 2005. The 3 tranches were made up of two different unit offerings. 1,469,424 units were sold for $1.25/unit, each unit comprised of one common share and ½ share purchase warrant, each whole purchase warrant exercisable at an exercise price of $1.75/warrant for up to 12 months. The remainder of the placement was made up of 1,620,000 Flow Through units sold at $1.25/unit. Commission was paid at 8% of the gross proceeds and 308,942 warrants exercisable at $1.25 for 12 months.

The Company does not have an agent in the United States.

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Capital Expenditures

The table below shows historical capital expenditures

Fiscal Year	Expenditures
Fiscal 2001	$361,100
Fiscal 2002	$240,000
Fiscal 2003	$30,000
Fiscal 2004	Nil
Fiscal 2005	Nil

     4B.      Business Overview¹

General

The Company is engaged in the exploration and, if warranted, development of mineral properties in Nevada and Canada. The Company is an exploration stage company and is not engaged in any mining operations, and there can be no assurance it will ever engage in mining operations. To date, its only mining interests are (i) an option to acquire a 60% interest in the Pony Creek Property and Elliott Dome Property, both located in Elko, County, Nevada, (ii) an option to acquire a 51% interest in the Dixie Lake Property, located in the Red Lake Mining District, Ontario, Canada (iii) a 100% interest in eleven mining claims located in Manitoba, Canada, (iv) a 100% interest in eight mining claims located in Red Lake, Ontario, Canada (the “Red Lake Property”), and (v) an option to acquire a 50% interest in the Gem Property, a property consisting of seven claims covering 1,594 hectares, located near Rice Lake, in Manitoba (the “Gem Property”).

The Pony Creek Property and Elliott Dome Property are collectively referred to as the “Pony Creek/Elliott Dome Property.” The Company is concentrating most of its resources on exploration of the Pony/Creek Elliott Dome Property and the Dixie Lake Property. In addition, on July 12, 2005 the Company signed a Letter of Intent with Goldcorp Inc. (“Goldcorp”), a company listed on the New York Stock Exchange and Toronto Stock Exchange, pursuant to which Goldcorp could earn a 60% interest in the Red Lake Property by incurring $100,000 of exploration expenditures within 18 months of the parties entering into a formal option agreement and joint venture agreement. Reference is made to Item 4D. Information on the Company: Property, Plant and Equipment - Red Lake Property, Ontario, for a discussion of the Letter of Intent and the proposed option and joint venture between the Company and Goldcorp. In addition, on September 30, 2005 the Company signed an Option Agreement with Marum Resources Inc. (“Marum”) granting the Company the right to acquire a 50% interest in the Gem Property, a property located near Manitoba, Canada, by incurring $250,000 in exploration expenditures on the property by September 30, 2007. Reference is made to Item 4D. Information on the Company: Property, Plant and Equipment – Gem Property, Manitoba, for a discussion of the Option Agreement with Marum. There is no known commercially mineable mineral deposit on any of these properties, and there can be no assurance that a commercially mineable mineral deposit exists on any of these properties.

Our business is highly speculative. We are exploring for base and precious metals. Ore is rock-containing particles of a particular mineral (and possibly other minerals which can be recovered and sold), which rock can be legally extracted, and then processed to recover the minerals, which can be sold at a profit.

Although mineral exploration is a time consuming and expensive process with no assurance of success, the process is straightforward. First, we acquire the rights to enable us to explore for, and if warranted,

^{_________________
1}See Glossary on pages iii-iv for terms used throughout this Registration Statement.

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extract and remove ore so that it can be refined and sold on the open market to dealers. Second, we explore for precious and base metals by examining the soil, rocks on the surface, and by drilling into the ground to retrieve underground rock samples, which can then be analyzed. This work is undertaken in staged programs, with each successive stage built upon the information gained in prior stages.

If exploration programs discover what appears to be an area, which may be able to be profitably mined, we will focus our activities on determining whether that is feasible, while at the same time continuing the exploratory activities to further delineate the location and size of this potential ore body.

Things that will be analyzed by us in making a determination of whether we have a deposit, which can be feasibly mined at a profit, include:

1.	the amount of mineralization, which has been established, and the likelihood of increasing the size of the mineralized deposit through additional drilling;
2.	the expected mining dilution;
3.	the expected recovery rates in processing;
4.	the cost of mining the deposit;
5.	the cost of processing the ore to separate the gold from the host rocks, including refining the precious or base metals;
6.	the costs to construct, maintain, and operate mining and processing activities;
7.	other costs associated with operations including permit and reclamation costs upon cessation of operations;
8.	the costs of capital;
9.	the costs involved in acquiring and maintaining the property; and
10.	the price of the precious or base minerals. For example, the price of one ounce of gold for the years 1999-2004 ranged from a low of $271 U.S. in 2001, to a high of $ 454.20 U.S. in 2004. At November 3, 2005, the closing price of gold was $461.85 U.S. per ounce. Our analysis will rely upon the estimates the plans of geologists mining engineers, metallurgists and others.

If we determine that we have a feasible mining project, we will consider pursuing alternative courses of action, including:

• seeking to sell the deposit or the Company to third parties;

• entering into a joint venture with larger mining company to mine the deposit; or

• placing the property into production ourselves.

There can be no assurance, that we will discover any precious or base metals, establish the feasibility of mining a deposit, or, if warranted, develop a property to production and maintain production activities, either alone or as a joint venture participant. Furthermore, there can be no assurance that we would be able to sell either the deposit or the Company on acceptable terms, or at all, enter into such a joint venture on acceptable terms, or be able to place a property into production ourselves. If we do enter actual mining operations, which is unlikely in the near future, our operations will be subject to various factors and risks generally affecting the mining industry, many of which are beyond our control. These include the price of precious or base metals declining, the possibility that a change in laws respecting the environment could make operations unfeasible, or our ability to conduct mining operations could be adversely affected by government regulation. Reference is made to Item 3D. Key Information: Risk Factors.

Prior to commencing any exploration activities in any of the State of Nevada, the Province of Manitoba, or the Province of Ontario, the Company or the party intending to carry out a work program on a mineral property is required to apply to the appropriate local government agencies for a number of permits or licenses related to mineral exploration activities. These permits or licenses include water and surface use permits, occupation permits, fire permits, and timber permits. Prior to being issued the various permits or licenses, the applicant must file a detailed work plan with the applicable government agency. Permits are issued on the basis of the work plan submitted and approved by the governing agency. Additional work

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on a given mineral property or a significant change in the nature of the work to be completed would require an amendment to the original permit or license.

As part of the permit or licensing requirements, the applicant is required to post an environmental reclamation bond in respect to the work to be carried out on the mineral property. The amount of such bond is determined by the amount and nature of the work proposed by the applicant. The amount of a bond may also be increased with increased levels of development on the property.

The Company has or will make application to the appropriate agencies for permits and licenses relating to those properties upon which the Company intends to carry out work during the 2005 exploration season. For those mineral properties in which the Company has an interest but is not the operator of the work programs, application for the required permits and licenses and the posting of the reclamation bonds will be made by the party entitled to carry out exploration work on the property. The Corporation believes that it is currently in compliance with all applicable environmental laws and regulations in the State of Nevada and the Provinces of Manitoba and Ontario.

     4C.      Organizational Structure

                The Company has no subsidiaries.

     4D.      Property, Plants and Equipment General

To date, the Company’s only mining interests are (i) an option to acquire a 60% interest in the Pony Creek Property and Elliott Dome Property, both located in Nevada, (ii) an option to acquire a 51% interest in the Dixie Lake Property, Red Lake Mining Division, Ontario (iii) a 100% interest in eleven mining claims located in Bissett, Manitoba, Canada (iv) a 100% interest in eight mining claims located in Red Lake, Ontario, Canada., and (v) an option to acquire a 50% interest in the Gem Property, a property located near Manitoba, Canada.

The Pony Creek Property and Elliott Dome Property are collectively referred to as the “Pony Creek/Elliott Dome Property.” Though the Company is concentrating most of its resources on exploration of the Pony/Creek Elliott Dome Property, the Company is required to spend a minimum of $300,000 on exploration of the Dixie Lake Property by July 2007, pay $75,000 to the optionee of the Dixie Lake by July 2007, incur $250,000 of exploration expenditures on the Gem Property by September 30, 2007, and has budgeted $50,000 over the next twelve months for exploration of the property in Bissett, Manitoba, Canada.

There can be no assurance that a commercially mineable mineral deposit exists on any of these properties.

               4D.1.      Pony Creek/Elliott Dome Property, Elko County, Nevada

The Company originally acquired its option to acquire a 60% interest in the Pony Creek/Elliott Property pursuant to a Letter Agreement among Mill City International Corporation (“Mill City”), the Company, and Mr. Carl A. Pescio (“Pescio”) dated July 15, 2004, as amended December 3, 2004 (the “Letter Agreement”). The Letter Agreement has since been superseded by a formal Option Agreement between the Company and Mill City dated April 13, 2005 (the “Option Agreement”). The Pony Creek/Elliott Property currently consists of 678 unpatented lode mining claims, each about 20 acres in size, totalling approximately 13,560 acres (5,488 hectares).

The Company believes the Pony Creek/Elliott Property has the potential for a commercial gold deposit. However, the property does not contain a known commercially mineable mineral deposit, otherwise referred to as “ore.” Mill City acquired a 100% interest in the Pony Creek/Elliott Property pursuant to agreements with Pescio dated June 1, 2003 and August 28, 2003, as amended May 15, 2004, August 2, 2004, and December 17, 2004 and further expanded the project to its current size through additional staking. To acquire its interest,

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Mill City (i) paid Pescio $60,000 US, (ii) issued Pescio 200,000 of its common shares, and (iii) granted Pescio a net smelter return royalty (“NSR”) of 4%, which has subsequently been reduced to a 3% NSR. In addition, Mill City is required to make the following advance royalty payments to Pescio:

Year	Amount
June 1, 2004	(paid)   $45,000
June 1, 2005	(paid)   $75,000
June 1, 2006	$100,000
June 1, 2007	$150,000
June 1, 2008	$200,000
And every June 1 thereafter until the property goes into commercial production

The amendment to the Option Agreement dated December 3, 2004 states that Grandview has now assumed all payment obligations to Pescio and all work commitments under the Option Agreement, in place of Mill City.

Mill City is also required to pay annual rentals to the Bureau of Land Management of $100 per claim on or before September 1 of each year and $8.50 per claim to the Elko County Recorder on or before November 1 of each year. For 2004, rental payments on the original 319 claims totalled approximately $42,000 US, while the rental payments on the additional 359 claims acquired through staking totalled approximately $72,000 US. No other rental payments are outstanding at this time. Work commitments under the Option Agreement require $500,000 US in work expenditures by July 30, 2005.

Agreement with Mill City International Corporation

Pursuant to the Option Agreement, the Company was granted an option to acquire from Mill City a 60% interest in the Pony Creek/Elliott Dome Property, located in the Elko County, Nevada. In consideration of Mill City granting it the option, on August 10, 2004 the Corporation issued Mill City 400,000 of its common shares. To exercise it option to acquire the 60% interest, the Corporation is required to incur expenditures on the Pony Creek/Elliott Dome Property of at least $3,500,000 by August 31, 2007 as follows:

1.	By December 31, 2005, the Company is required to make or cause to be made exploration expenditures of $500,000 US.
	a.	$58,111 US has already been incurred by the Company, such amount consisting of $36,000 US in staking costs of new claims and a cash bond in the amount of $22,111 US paid to the Bureau of Land Management for the pending exploration program plus the assumption of all required County and Bureau of Land Management fees for the period from September 1, 2004 to August 31, 2005, covering existing claims as well as new claims staked in the interim period and payable on or before August 31, 2004; and
	b.	$160,000 will be deemed to have been incurred by the Company upon its issuance to Mill City of 118,500 shares of common shares by April 23, 2005. This transaction has successfully taken place.
2.	By July 31, 2006, the Company must make or cause to be made exploration expenditures of $1,000,000 US.
3.	Mill City shall carry out at least 5,000 feet of drilling on the Property within three years followed by a yearly commitment of 7,500 feet until completion of a bankable feasibility study (report). After completion of 2,000 feet of the initial 5,000 foot commitment on the Property, the parties may agree that all or a portion of the remaining 3,000 feet of drilling maybe drilled on one or more of any other five (5) properties subject to similar agreements entered into between Mill City and Pescio as of the date hereof. Excess footage drilled on the Property in any year can be carried forward to subsequent years and the drilling commitment on any of the other five (5) properties may be extended for a

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period not to exceed eighteen (18) months Mill City shall pay Pescio $10.00 per foot committed to and not drilled within the applicable time period referred to above.

If the Company makes the required $3,500,000 US in expenditures, it will be deemed to have earned its 60% interest in the Pony Creek/Elliott Dome Property. The date upon which the Company earns the 60% interest is referred to as the Vesting Date.

Within 90 days of the Vesting Date the Company will be required to prepare and provide to Mill City a proposed exploration program and budget. Mill City will then have 60 days to elect to either:

1.	convert its 40% interest in the Pony Creek/Elliott Dome Property into a 20% carried interest whereby:
		a.	Mill City shall have a carried non-assessable 20% interest in the property up until the time a bankable feasibility study, as defined in the Joint Venture Agreement to be entered into between the Company and Mill City, set forth in Schedule C to the Option Agreement, has been completed by the Company and shall not be required to contribute 20% of the costs of any exploration or related costs on the property;
		b.	Mill City shall have all of the other rights and benefits relating to its 20% interest in the property; or
2.	accept the proposed exploration program and budget at which time the Company and Mill City will be deemed to have formed a joint venture for exploration of the Pony Creek/Elliott Dome Property, with the Company the Operator of such joint venture. The terms of such joint venture are set forth in Schedule C to the Option Agreement.

If the Company does not provide Mill City with a proposed exploration program and budget within 90 days of the Vesting Date, then Mill City may provide to the Company its own proposed exploration program and budget.

Unless the Company approves Mill City’s exploration program and budget and elects within 60 days of receiving it from Mill City to be the program’s operator, Mill City will be entitled to become operator for the project.

If Mill City elects to convert its 40% interest in the Pony Creek/Elliott Dome Property into a 20% carried interest, then upon completion of a bankable feasibility study Mill City’s 20% carried interest shall be converted into a 20% participating interest, requiring Mill City to pay for 20% of the costs of the joint venture.

In the event either the Company or Mill City fails to make any required payments pursuant to their obligations under their joint venture, such party’s interest in the joint venture would be reduced.

Information Regarding Pony Creek/Elliott Dome Property

The following information regarding the Pony Creek/Elliott Dome Property’s location, access, history, planned exploration activities, and related topics are summarized from a report titled “Evaluation of the Gold Resource on the Pony Creek Property, Larrabee Mining District, Elko County, Nevada for Mill City International Corporation,” prepared by R. H. Russell, M.Sc., Licensed Geologist (“Russell”), and dated March 18, 2004 (the “Russell Report”). There is no known commercially mineable mineral deposit on the Pony Creek/Elliott Dome Property.

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     (a)      Property Description and Location

The Pony Creek/Elliott Dome property is now comprised of a total of 678 unpatented lode mining claims located across the crest of the southern part of the Pinyon Range at elevations ranging from 6,600 feet to about 8,000 feet. The Pony Creek property is located in the Larrabee mining district of Elko County, Nevada in the southern half of the Carlin Trend, 28 miles southeast of the town of Carlin. Access to the claims from the west is by traveling the Indian Pony road off State Highway 278 or from the east via the Red Rock Ranch road off a junction with State Highway 228. Thereafter, travel to the property is primarily on graded, gravel roads.

The image below shows the location relative to the City of Carlin, Nevada.

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Other than scattered prospect pits, no mine workings, tailings ponds, or waste dumps are located on the claims.

According to the Russell Report, prior to the commencement of any surface disturbance, Mill City must obtain documents from the Bureau of Land Management office in Elko, Nevada, which permit activities such as trenching, drilling, or construction of new roads. Mill City will also be required to post a reclamation bond prior to performing any surface disturbance; however, no Environmental Impact Statement is needed to conduct work on the claims.

     (b)      Accessibility, Climate, Local Resources, and Infrastructure

Most of the property is comprised of dry, sagebrush, and grass-covered hills with a few juniper and pinyon pines. The temperatures are cool to cold during the winter, with occasional moderate snowfalls, and are warm during the summer with cool nights. The area is fairly dry, with infrequent rains during the summer. Total annual precipitation is about 9 inches per year, mostly as snow during the winter months. The climate is favourable for year-round mining and exploration may be done from May through November after which road access is limited by snow during the winter and mud in the spring. Conditions are highly variable from year to year.

According to the Russell Report, a highly trained mining-industrial workforce is available at Carlin and Elko, and throughout north-central Nevada. Power for a modem mill can be brought in from the vicinity of Elko, but ranch power is available only a few miles away. Water is not available on the surface, but was encountered in most of the reverse circulation drill holes. The claims carry with them the surface rights for mining and no local residents are present. Although the area is hilly, sufficient flat areas are present in the property area for potential processing plant sites, tailings storage areas, waste disposal areas and leach pads.

     (c)      Geology

According to the Russell Report, the Pony Creek/Elliot Dome Project lies within the southern extension of the Carlin Trend, along the axis of Pinyon Range Anticline, paralleling the crest of the Pinyon Range. The Mississippian Webb Formation underlies the majority of the property. The Mississippian Webb Formation is the primary host for gold deposits in the South Pinyon Range and is described at the Rain, South Bullion and Trout Creek deposits as consisting primarily of siliceous mudstone and calcareous

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siltstone. According to Russell, the Webb Formation is an excellent host for disseminated gold deposits. Presently, the Webb Formation remains untested at the Pony Creek/Elliot Dome Project. Middle to upper Devonian carbonate rocks through Permian clastic sedimentary are exposed at surface through the Pony Creek/Elliott Dome Property. This sill-like body, which has intruded the Palaeozoic aged sedimentary rocks along the axis of the Pinyon Range Anticline, is composed of two lobes and contains rocks that have been variously described as rhyolite, felsite or felsic porphyry. Older, Tertiary sedimentary rocks of Palaeocene to Eocene age, composed of conglomerate, sandstone, siltstone and limestone are found to the northeast of the Pony Creek/Elliot Dome Property.

The Pony Creek/Elliot Dome Property lies in the southern extension of the Carlin Trend. The Rain deposit, currently owned by Newmont, is located in the northern part of the Pinyon Range and is the southernmost mine on the Carlin Trend. In addition to the Pony Creek/Elliot Dome Project, several other deposits occur within the Pinyon Range and Railroad, South Bullion, Trout Creek, Emigrant, NW Rain, Tess and Saddle, all of which are current or past producing projects. Most of the gold associated with the Rain properties is located in siliceous mudstones and calcareous siltstones of the host rock known as the Mississippian Webb Formation, a geologic feature also common to the Pony Creek/Elliot Dome Property. The Company believes that this is the best potential host rock in the region for the discovery of a Rain-type gold deposit. As such, an exploration model based on the Rain properties has been introduced for use on the property, which outlines exploration for viable targets within the rocks of the unexplored Mississippian Webb Formation.

     (d)      History of Exploration on the Pony Creek/Elliott Dome Property

According to the Russell Report, mineral exploration in southwest Elko County has been occurring since the late 1850s when various prospectors, on their way to the California gold fields, passed through Nevada. In 1869, silver, gold, copper, lead and zinc were discovered 13 miles to the north of the Pony Creek/Elliot Dome Project in the Railroad mining district. This district was worked heavily for copper, lead and silver through the late 19th century and into the early 20th century, with an estimated $4.7 million US in lead, copper, silver, gold and zinc being produced between 1869 and 1968.

In 1980, during a search for additional gold deposits along the Carlin Trend, Newmont completed a regional stream sediment sampling program, which returned anomalous gold and arsenic on what is now the Pony Creek Property. Newmont subsequently staked 100 claims to cover the prospect during the same year and added a further 80 claims in 1982 to cover additional ground in the area.

According to the Russell Report, between 1981 and 1989 Newmont completed over 50,000 feet of drilling. Based upon this drilling Newmont believed there was significant gold mineralization on the property. Newmont continued to explore the Pony Creek Property up until 1990 when it entered into a joint venture agreement with Westmont Mining, Inc.

According to the Russell Report, since 1980, approximately $5.0 million US has been spent on exploration of the Pony Creek/Elliot Dome Property, during which time a number of different companies have completed exploration and development work on the property. A summary of the work conducted during this time is provided below:

Table No. 4: Historical work conducted on the Pony Creek/Elliot Dome Property since 1980

Year	Corporation	Drilling	Additional Work Completed
1980	Newmont	None	Stream sediment sampling program identified anomalous Au and As. 100 claims located

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Year	Corporation	Drilling	Additional Work Completed
1981-1989	Newmont	110 RC Holes	Aeromagnetic survey, soil geochemistry and
		(49,346 ft.)	drilling in the Pot Holes and Bowl areas.
		2 Core Holes	80 additional claims staked.
		(1,834 ft.)	Review and compilation of property data.
			Completion of soil sampling and mapping.
1990-1992	Newmont-	31 RC Holes	Property optioned by Westmont.
	Westmont JV	(15,085 ft.)	JV formed with Westmont as the operator.
			Soil geochemistry and drilling completed on
			north and west edges of claim block, IP work
			started.
1993	Ramrod (Quest)	None	Westmont acquired by Ramrod Gold (later
			Quest) who took over as project operator.
1994-1995	Quest-Uranerz	15 RC Holes	Quest enters into JV with Uranerz as operator.
	JV	(12,530 ft.)	Completion of 19.2 line miles Of IP, ground
			magnetics, mapping and surveying. Extensive
			soil geochemistry, drilling on northeastern part
			of Property.
1996	Quest	None	Data compilation and analysis.
1997-1998	Quest-Barrick JV	RC Holes	Quest purchases remainder of Newmont’s
		(3,185 ft.)	Interest for US$50,000. JV with Barrick signed.
			Geophysical target drilled with 4 holes. JV
			Terminated July 1998.
1999-2000	Homestake	5 RC Holes	Quest acquired by Standard Mining and
		(5,982 ft.)	Property abandoned. Mr. Carl Pescio acquires
			Pony Creek Property and options it to
			Homestake. 5 RC holes drilled.
2001-2003	Nevada Contact	8 RC Holes	Nevada Contact options Property from Mr.
		(7,835 ft.)	Pescio. Drills 8 RC holes before terminating
			agreement.
2003	Mill City	None	Mill City acquires Pony Creek Property from
			Mr. Pescio in July 2003.
2004	Mill City-GGI JV	None	Mill City enters into JV agreement with GGI.

     (e)      Mineral Resource Estimates

According to the Russell Report, a total of 175 drill holes, totalling 95,511 feet have been drilled on the Pony Creek/Elliott Dome Property to date, with results known from all but seven of the holes. Of those 167 drill holes, for which information is available, 88 drill holes (50.3%) have gold intercepts of at least 5.0 feet grading 0.010 ounces of gold per ton. The primary goal of most of the previous exploration programs on the Pony Creek/Elliott Dome Property was to develop an open pit gold deposit. As a result, 92.5% of the gold intercepts at a cut-off grade of 0.015 ounces of gold per ton are within 500 feet of the surface.

The following tables summarize the resource estimates prepared for the Pony Creek/Elliott Dome Property, which are based upon an analysis of the assay data resulting from the drilling conducted on the property in the past.

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CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF
MEASURED AND INDICATED RESOURCES

This section uses the term “indicated resources.” We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves.

Table No. 5: Indicated Resources

Resources	Tons	Grade (oz/ton)	Gold Ounces
Indicated	1,124,000	0.058	65,000

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF
INFERRED RESOURCES

This section uses the term “inferred resources.” We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred resources” have a great uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or prefeasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically and legally mineable.

Table No. 6: Inferred Resources

Resources	Tons	Grade (oz/ton)	Gold Ounces
Inferred	32,409,000	0.044	1,426,000

According to the Russell Report, the Indicated Resource estimate was prepared by Newmont relatively early on in their drilling program. The Inferred Resource estimates were based on 151 drill holes drilled within the area of resource potential, an area roughly 2.4 miles long by 2,000 feet wide on the southern end and 4,800 feet wide on the northern end, centrally located within the Pony Creek Property.

In September 2003, Mill City completed a technical report on the Pony Creek/Elliott Dome Property that included details of a proposed new drilling program. According to the Russell Report, the September 2003 report concluded that continued evaluation of the shallow, known gold mineralization on the property was warranted, as well as the further exploration for deeper, higher-grade gold mineralization. The report also recommended and outlined a two-phase drilling program totalling 20,000 feet at an estimated cost of $481,000. The Company believes that the recommended drilling program has an excellent chance of discovering a significant, commercial gold deposit on the Pony Creek/Elliott Dome Property, and, ultimately, has excellent potential for development as an open pit gold deposit. However, at the present time, there is no known commercially mineable mineral deposit on the Pony Creek/Elliott Dome Property, and there can be no assurance that one will ever exist.

To date, no mineral production has been recorded from the Pony Creek Property and no workings larger than a few small prospect pits are known from the area.

Exploration Program for 2005

In 2005, the Company plans to undertake the exploration program recommended in the Russell Report, which follows the recommendations set forth in the 2003 report prepared on the property. To date most

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of the drilling on the Pony Creek/Elliott Dome Property was focused with the goal of developing a shallow gold resource. At the present time, only a limited part of the property has been drilled, with a major portion of the property unexplored. Accordingly, the Company is following the recommendations set forth in the Russell Report, and is planning to undertake a two-phase drill program totalling 20,000 feet for the Pony Creek/Elliott Dome Property. The purpose of the program will be to evaluate the property’s known gold mineralization, as well as explore for deeper, higher-grade gold mineralization. A detailed budget is outlined below:

Phase 1: Initial Test Drilling
Drill Site Selection and Mapping	$10,000
Permitting and Bonding	10,000
Drill Site Preparation	10,000
Mobilization-demobilization	1,500
Field Crew (1 geologist, 1 geotech; 4 weeks)	20,000
Field Costs	10,000
Drilling Costs (5-10 holes, 10,000 feet)	150,000
Assays (2,000 samples @ $12 each)	24,000
Reclamation	5,000
Data Analysis and Report	5,000
Phase 1 Total	$245,500
Phase 2: Follow-Up Drilling
Permitting and Bonding	$10,000
Drill Site Preparation	10,000
Mobilization-demobilization	1,500
Field Crew (1 geologist, 1 geotech; 3 weeks)	20,000
Field Costs	10,000
Drilling Costs (5-10 holes, 10,000 feet)	150,000
Assays (2,000 samples @ $12 each)	24,000
Reclamation	5,000
Data Analysis and Report	5,000
Phase 2 Total	$235,500
GRAND TOTAL	$481,000

The first phase should take approximately 6 months to complete, whereby Grandview will review the results. Phase 2 cannot begin until the results from Phase 1 have been reviewed.

Grandview has contracted the services of Watts, Griffis and McOuat, a geological consulting firm out of Toronto Ontario, Canada, as well as Matrix Geo-Technologies Inc. from Toronto, who will provide geophysical surveying and consulting. Carlin Trend Mining Services out of Nevada will be providing GPS grid and mapping, along with drilling work crews. The president of the Company, Mr. Ray Pecoskie, a member of the Professional Engineers of Ontario, will over-see the activities of these outside consultants.

If the two-phase drilling program is successful, of which there can be no assurance, Russell recommended that an extensive program of development drilling be conducted. Russell recommended that approximately 150 holes be drilled at an estimated cost of $4.5 million. The Company intends to pay for the Phase 1 and Phase 2 drilling program from its working capital. At this time, the Company does not have the necessary funds to pay for this program and there can be no assurance that it will be able to obtain the necessary funds.

To date, the Company has not completed any exploration or development work on the property.

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     4D.2.      Dixie Lake Property, Red Lake Mining Division, Ontario

Pursuant to an agreement dated August 26, 2005 (“Option Agreement”) with Fronteer Development Group Inc. (“Fronteer”), the Company was granted an option to acquire a 51% interest in 117 claim units in 51 unpatented mineral claims located in the Red Lake Mining Division, Ontario (the “Dixie Lake Property”). In order to earn the option the Company is required (i) to incur exploration expenditures on the Dixie Lake Property of at least $300,000 on or before July 11, 2006, and (ii) make the following cash payments to Mr. Peter English (“English”), the individual who in 2002 originally granted Fronteer an option to acquire the Dixie Lake Property: (a) $10,000 on signing the Option Agreement, (b) $25,000 on or before July 11, 2006, and (iii) $40,000 on or before July 11, 2007. There is no known commercially mineable mineral deposit on the Dixie Lake Property.

Background

In December 2002, English granted Fronteer an option to acquire a 100% interest in the Dixie Lake Property. The amount of consideration Fronteer had to pay English to exercise the option depended upon whether the property was deemed to be a “Property of Merit,” as defined under Canadian regulations. Property of Merit means a property that would qualify as a sufficiently advanced property for purposes of Fronteer’s listing on the TSX Venture Exchange in Canada.

If the Dixie Lake Property was deemed to be a Property of Merit, Fronteer could exercise the option by (i) paying English a total of $80,000 in staged payments covering four years from December 2002, and (ii) issuing English a total of 200,000 shares of its common stock within 36 months of December 2002. If the Dixie Lake Property was not deemed to be a Property of Merit, Fronteer could exercise the option by (i) paying English a total of $80,000 in staged payments over four years from the date the TSX Venture Exchange notified Fronteer that the Dixie Lake Property did not qualify as a Property of Merit, and (ii) issuing English a total of 190,000 shares of its common stock within 48 months of being notified that the property did not qualify as a Property of Merit. The Dixie Lake Property was deemed to be a Property of Merit on July 11, 2003, allowing Fronteer to become listed on the TSX.

In the event the Dixie Lake Property goes into commercial production, of which there can be no assurance, English will be entitled to a Net Smelter Return royalty of 2%, which can be reduced to a 1% Net Smelter Return by the payment to English of $1,000,000.

In connection with its acquisition of the option on the Dixie Lake Property, the Company issued 160,000 Shares to McKeena Gold Inc., a Canadian corporation, as a finder’s fee.

On September 22, 2003 Fronteer entered into an agreement with Alberta Star Development Corp. (“Alberta Star”) pursuant to which Fronteer granted Alberta Star an option to acquire a 50% interest in the Dixie Lake Property. Through November 30, 2004 Alberta Star reported that it had (i) spent approximately $1,517,000 on exploration of the Dixie Lake Property, (ii) paid Fronteer $35,000, and (iii) issued Fronteer 150,000 shares of its common stock. On July 10, 2005 Alberta Star notified Fronteer that it would not be proceeding with the Dixie Lake Property. Alberta Star has not disclosed its reason for declining their option.

Grandview Gold – Fronteer Option Agreement

Under the terms of the Option Agreement with Fronteer the Company can acquire a 51% interest in the Dixie Lake Property by (i) incurring $300,000 in exploration expenditures by July 11, 2006, and (ii) paying English a total of $75,000 by July 11, 2007 and by Fronteer fulfilling its remaining obligations to (i) issue to English 20,000 of it shares upon the signing of the Option Agreement with the Company, and (ii) issuing to English 20,000 shares of its common stock by July 11, 2006. Upon the fulfillment of all of these conditions, the Company will have exercised the option and acquired a 51% interest in the Dixie Lake Property. At such time the Company and Fronteer will be deemed to have formed a joint venture for the further exploration and, if warranted, of which there can be no assurance, the development of the property.

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The Company will be the operator of the exploration programs on the Dixie Lake Property and it will be the Company’s responsibility to prepare a proposed exploration program and budget for the property.

Upon the formation of the joint venture, the Company will be deemed to have contributed $2,000,000 in exploration funds, and Fronteer will be deemed to have contributed $1,921,569. The Company’s interest in the joint venture will be 51% and Fronteer’s will be 49%. Accordingly, the Company will be responsible for providing 51% of all exploration funds and Fronteer’s funding obligations will be 49%.

If either the Company or Fronteer elects not to contribute their full amount under a proposed exploration program, such party’s interest in the joint venture will be reduced proportionately, according to a formula set forth in the Option Agreement. If either party’s participating interest falls below 10%, then that party’s interest will automatically be converted into a 10% net profit royalty.

     (a)      Property Description and Location

The Dixie Lake Property is located in Northwestern Ontario approximately 24 kilometers from the town of Red Lake. The property covers approximately 1,872 hectares and consists of 117 mineral claim units in 51 claims, in the Red Lake Mining Division. Management believes that all of the claims are in good standing. It is believed that neither Fronteer nor English owns the surface rights to the claims and that in order to retain the mineral rights, assessment work must be submitted. In order to maintain its interests in the claims a total of approximately $46,000 must be spent over the next four years as set forth in the following table:

Table No. 7: Dixie Lake Claims and Work Required

	Claim Due		Claim	Claim Due	Work
Claim Number	Date	Work Required	Number	Date	Required
1023078	2007-Jun-17	$364	1056801	2006-Sep-08	$400
1023080	2007-Jun-17	$378	1056802	2006-Sep-08	$400
1023082	2007-Aug-02	$400	1056890	2006-Sep-08	$400
1023083	2007-Aug-02	$400	1056891	2006-Sep-08	$400
1023085	2007-Aug-02	$400	1056892	2006-Sep-08	$400
1023098	2007-Jun-21	$400	1143990	2008-Aug-04	$6,400
1023099	2007-Jun-21	$400	1144357	2008-Jun-29	$800
1023100	2007-Jun-21	$400	1184323	2006-Jul-31	$400
1023101	2009-Jun-21	$400	1184341	2008-Sep-26	$310
1023102	2009-Jun-21	$400	1209776	2009-Sep-13	$3,600
1023103	2009-Jun-21	$400	1209777	2007-Sep-13	$400
1023105	2006-Jun-21	$400	1209778	2008-Sep-13	$1,600
1023108	2007-Jun-21	$400	1209780	2008-Sep-13	$400
1023109	2009-Jun-21	$400	1209787	2008-Sep-13	$4,800
1023111	2007-Jun-21	$319	1209788	2006-Sep-13	$400
1023124	2007-Jun-21	$400	1234465	2006-Jan-31	$4,800
1023127	2007-Jun-21	$400	1244645	2006-Feb-05	$2,400
1056792	2007-Sep-08	$400	1244670	2006-Feb-05	$2,400
1056793	2010-Sep-08	$400	3001770	2010-Jun-06	$400
1056794	2006-Sep-08	$400	3001771	2010-Jun-06	$400
1056795	2006-Sep-08	$400	3001791	2010-Jun-06	$400
1056796	2006-Sep-08	$59	3001792	2010-Jun-06	$1,200
1056797	2006-Sep-08	$400	3001793	2010-Jun-06	$1,600
1056798	2006-Sep-08	$400	3001795	2010-Jun-06	$400
1056799	2006-Sep-08	$400	1056802	2006-Sep-08	$400
1056800	2006-Sep-08	$400	1056890	2006-Sep-08	$400

*              NOTE: For all claims requiring renewal, the Company will update those claims for an additional twelvemonth period prior to the renewal date.

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Figure 3 –Access to Dixie Lake

- 26 -

     (b)      Accessibility, Climate, Local Resources, and Infrastructure

The property is located approximately 24 kilometers southeast of the town of Red Lake Ontario, directly east of Dixie Lake, between Dixie Lake and Rice Lake, south of Highway 105. The property straddles Dixie Creek.

Access to the property is via Highway 105, then four kilometers to the southwest along Tucyk Road. Several old logging roads from Tucyk Road provide direct access to much of the property. The main power lines to Red Lake are located one kilometer north of the property. The town of Red Lake is a well-established mining center where supplies, support services and experienced mining personnel are readily available.

The area’s climate ranges from -40 degrees Celsius in the winter to 40 degrees Celsius in the summer. The annual precipitation averages 634 millimeters, with approximately 455 millimeters falling as rain in the summer, and the remainder falling as snow in the winter.

     (c)      Geology

Limited bedrock on the property makes comprehensive geological mapping very difficult. Accordingly, most of the property is poorly mapped. Bedrock is exposed mainly along Dixie Creek and on several low hills in the area. Due to the adverse field conditions on the property, including the prevalence of deep silts and clay deposits, Management believes it is unrealistic to learn more about the area’s lithological make-up from geological mapping.

The Dixie Lake Property lies within a regional east-west trending belt of metavolvanic and metasedimentary rocks which are bounded by intrusive batholiths. The property is dominated by a central package of higher magnetic response , which is comprised of mafic volcanic flows and tuffs with intercaleated iron formation, argillite, and local felsic volcanics. Magnetic patterns reflect the underlying formations: analysis of the central area indicates the presence of iron and pyrrhotitic argillite, while analysis of other areas show a lower magnetic response. There is no known commercially mineable mineral deposit on the Dixie Lake Property.

     (d)      History

According to various reports Management of the Company has reviewed, there has been much exploration in the general area of the Dixie Lake Property going back to the 1940s. Numerous companies have conducted drilling, geophysical surveys, trenching, sampling, prospecting, geological mapping, and related exploration activities in areas near the Dixie Lake Property. However, it is unclear from these

- 27 -

reports what work was done on the claims comprising the Dixie Lake Property, and what work was done on claims in the general, surrounding area. Management does not believe that any gold has ever been recovered from any claims on the Dixie Lake Property and there is no known commercially mineable mineral deposit on the property.

Alberta Star conducted exploration on the Dixie Lake Property from 2003 through 2004 pursuant to its option agreement with Fronteer. Alberta Star has publicly reported that it drilled 22 holes over a total of 6,594 meters, completed a ground magnetometer survey, and collected soil samples for analysis. Alberta Star has disclosed that its exploration encountered some gold mineralization, in small amounts. However, no feasibility study has been conducted on the property and there is no known commercially mineable mineral deposit on the Dixie Lake Property.

     (e)      Planned Exploration Program

In October 2005, the Company commenced a drilling program on the Dixie Lake Property which is to include a minimum of 2,500 meters of core diamond drilling. The drilling contract has been awarded to Rodren Drilling of Winnipeg, Manitoba and is expected to cost up to $70,000 and be completed by early November 2005.

     4D.3.      Bissett Gold Camp, Manitoba

The Company acquired its interest in the Bissett Gold Camp on April 1, 2005. The property consists of eleven claims, totalling 234 hectares. The 11 claims are located in the central area of the Bissett Gold Camp situated near the Manitoba/Ontario provincial border and approximately 240 kilometers northeast of Winnipeg. While the Company hopes to find gold on this property, there is no known commercially mineable mineral deposit on this property, and there can be no assurance that a commercially mineable mineral deposit exists on this property.

Agreement with Wildcat Exploration Ltd. (the “Vendor”)

On April 1, 2005, the Company entered into a purchase and sale agreement (the “Agreement”) with Wildcat Exploration Ltd. (“Wildcat”), for 11 mineral dispositions (the “Property”) totalling 234 hectares on claims within Bissett Gold Camp, located in the Province of Manitoba, Canada. Pursuant to the terms of the Agreement

1.	Wildcat agreed to sell to the Company, and the Company agreed to purchase the Property effective April 1, 2005.
2.	The purchase price is one hundred thousand dollars ($100,000.00) and seventy thousand (70,000) common shares of the Company, which shall be free trading as of October 1, 2005.
3.	$60,000 was paid April 1, 2005, following receipt of a duly executed Quit Claim by Wildcat and together with transfers of the Property in form registerable in the Mining Recorder’s Office in Winnipeg, Manitoba, Canada. The balance of $40,000 was paid April 29, 2005. Refer to Item 19: Exhibits 3.6 Agreement for Purchase and Sale Among Grandview Gold Inc. and Wildcat Exploration Ltd. dated effective April 1, 2005.

     (a)      Property Description and Location

The Bissett Gold Camp is located on the Rice Lake greenstone belt, near the Manitoba/Ontario border and approximately 240 kilometers northeast of Winnipeg, and approximately 90 kilometers west of the Company’s Red Lake property interests.

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     (b)      Accessibility, Climate, Local Resources, and Infrastructure

The area was covered by the most recent continental glaciers, which scoured the property and exposed many rock outcrops throughout the property. The vegetation is deciduous: birch, poplar mixed with tamarack, spruce and jack pine.

The access to the property is by driving a car or truck along Provincial Highway 304 and simply parking anywhere along the side of the road. The mining town of Bissett is located less than 10 km from nine of the eleven mining claims.

The weather, climate and seasons should not significantly affect the length of the operating season on this property because the terrain is flat and all-weather-road accessible.

Three of the 11 claims acquired, the Packsack Claim, Claim #W46039 and W46040, have existing mine shafts. A modern mill at the nearby San Antonio Gold mine is due to go back into production this fall. At this time, the property does not contain a known commercially mineral deposit.

     (c)      Geology

The property is located in the Rice Lake greenstone belt, a region in south-eastern Manitoba known as the Superior Province. The Superior Province is a terrain of large granitic masses separated by greenstone belts, which consists of rocks and volcanic of sedimentary origin. Rice Lake is an Archean lode gold mining area.

     (f)      History of Exploration on the Bissett Gold Camp

The property contains two patented mining claims, namely the Clappelou and Packsack claims. Gold mineralization on the Packsack claim was first discovered and explored in 1919 and subsequently held by Packsack Mines Limited during the period 1934-1937. Significant gold mineralization was discovered; a mining lease was obtained and a shaft was sunk down to the 525-foot level. Additional mine shafts were sunk and gold mineralization was discovered on Claims # W46039 and W46040.

     (d)      Exploration Program

The Company intends to study existing drilling data on the property and design an exploration program , involving the expenditure of $20,000-$25,000. The exploration program will include a geophysical modeling survey to provide geological data and structural analysis to depths of 2,000 feet. Over the next twelve months, the Company intends to invest a maximum of $50,000 on the property. A detailed exploration budget is currently in development.

There is no known commercially mineable mineral deposit on this property and there can be no assurance that a commercially mineable mineral deposit exists on this property.

     (g)      Land Transfer, Licenses and Property Taxes

The Company is required to make certain payments to complete the transfer of mining claims, and to keep the claims in good standing.

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Table No. 8: Land Transfer, Licenses and Property Taxes.

Fee Description	Amount	Schedule
Mineral Disposition Transfer Fee	$110.00	One-time (completed)
Prospecting License Application Fee	200.00	One-time (completed)
Property Taxes	3,272.50(1)	Annually

_______________

(1) The annual fee for property taxes may change, subject to local property tax fluctuations.

Refer to Item 10C. Material Contracts: 6) Agreement for Purchase and Sale Among Grandview Gold Inc. and Wildcat Exploration Ltd. dated effective April 1, 2005; and Item 19: Exhibits: 3.6 Agreement for Purchase and Sale Among Grandview Gold Inc. and Wildcat Exploration Ltd. dated effective April 1, 2005.

     4D.4.      Red Lake Property, Ontario

The Company currently holds 100% interest in eight mining claims covering approximately 60 hectares in the Red Lake Area, District of Kenora, in northwestern Ontario (the “Red Lake Property”). The Red Lake area currently hosts two high-grade, world-class gold mines, Goldcorp’s Red Lake Mine and Placer Dome’s Campbell Gold Mine.

The Company has not undertaken any exploration activities on these claims to date. However, on July 12, 2005 the Company entered into a Letter of Intent with Goldcorp Inc. (“Goldcorp”), a company traded on the New York Stock Exchange and Toronto Stock Exchange, to enter into an option and joint venture agreement. Under the terms of the Letter of Intent, which is subject to the negotiation and execution of a formal option and joint venture agreement between the parties, of which there can be no assurance, Goldcorp can earn a 60% in the Red Lake Property by incurring exploration expenditures of $100,000 within 18 months of the parties entering into a formal option and joint venture agreement. Goldcorp will be the operator of the exploration program during this initial period.

Upon Goldcorp earning a 60% interest in the Red Lake Property the parties will form a joint venture to continue exploration and, if warranted, development of the Red Lake Property. The Letter of Intent contemplates that the joint venture would have an initial valuation of $166,000, with Goldcorp owning a 60% interest, and the Company owning a 40% interest. Goldcorp would continue to act as operator of all exploration programs on the property. It is further contemplated that any joint venture agreement entered into between the parties would include standard dilution clauses for ongoing expenditures. In the event a joint venture is formed and at any time either party’s interest in the joint venture is diluted to a 10% interest, that party’s interest would convert to a 1% net smelter royalty, which could be purchased by the other party at any time for $500,000. This property has no known commercially mineable mineral deposit.

There are no requirements by the Company to make additional payments or filings to keep these claims in good standing as they are held under patents.

     4D.5.      Gem Property, Manitoba

Pursuant to an Option Agreement dated September 30, 2005 between the Company and Marum Resources Inc. (“Marum”) the Company was granted an option to acquire a 50% interest in the Gem Property, a property consisting of seven claims covering 1,594 hectares, located near Rice Lake, in Manitoba (the “Gem Property”). To acquire the 50% interest, the Company is required to incur a total of $250,000 in exploration expenditures on the Gem Property by September 30, 2007, $125, 000 which must be incurred by September 30, 2006. In addition, the exploration work must include a high-resolution aeromagnetic survey with a maximum 50 meter line spacing to be completed by March 31, 2006. The Company is also required to file with the Canadian government all assessment work required to keep the Gem Property in good standing.

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Upon the Company completing the total of $250,000 in exploration work and filing all the required assessment work, the Company will be deemed to have earned a 50% interest in the Gem Property. The Company will be the operator of all exploration work on the Gem Property until such time as it earns its 50% interest in the property. After earning a 50% interest in the property, the Company and Marum intend to enter into an industry standard joint venture agreement.

There is no known commercially mineable mineral deposit on the Gem Property.

ITEM 5:      OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following is a discussion of the results of operations of the Company for the fiscal years ended May 31, 2005, 2004 and 2003, and the three month periods ended August 31, 2005 and August 31, 2004, and should be read in conjunction with the audited and unaudited financial statements of the Company for such periods, together with the accompanying notes, included elsewhere in this Registration Statement. Unless indicated otherwise, all references herein are to Canadian dollars. Please see Item 3. Key Information for exchange rate information for the Canadian dollar. The financial statements have been prepared in accordance with Canadian generally accepted accounting principles. Reference is made to Note 14 of the financial statements for a discussion of the material differences between Canadian and United States generally accepted accounting principles, and their effect on the Company’s financial statements. In addition to historical information, the following discussion contains forward-looking statements that involve risk and uncertainties. The Company’s actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors, including those discussed in “Risk Factors” and elsewhere in this Registration Statement.

Overview

From its incorporation in 1945 until 1987, the Company was primarily engaged in the mineral exploration and resource sector. On April 27, 1987, the Ontario Securities Commission issued a cease trade order on Company’s securities. The Company remained primarily inactive until November 1998. At that time, the Company decided to invest in the common shares of Navitrak International, a company involved in high-technology products involving global positioning systems (GPS). During the next three years, the Company Grandview found this initiative to be unfavourable and spent the period between November

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2001 and November 2003 re-evaluating the prospects of re-entering the mineral exploration and mining sector.

In the months leading up to May 31, 2004, the Company decided to seek out a new management team, identify an exploration property of merit, complete with a geological report in accordance with the Canadian National Instrument 43-101, and establish financing to provide the necessary working capital for an exploration program.

Through October 2005 the Company has acquired or maintained interests in five mining properties: (i) an option to acquire a 60% interest in the Pony Creek Property and Elliott Dome Property, both located in Elko, County, Nevada, (ii) an option to acquire a 51% interest in the Dixie Lake Property, Red Lake Mining Division, Ontario Canada (iii) a 100% interest in eleven mining claims centrally located in the Bissett Gold Camp in north-eastern Manitoba, (iv) a 100% interest in eight mining claims located in Red Lake, Ontario, Canada, and (v) an option to acquire a 50% interest in the Gem Property, located near Rice Lake, in Manitoba.

The Pony Creek Property and Elliott Dome Property are collectively referred to as the Pony Creek/Elliott Dome Property.” Though the Company is concentrating most of its resources on exploration of the Pony Creek/Elliott Dome Property, the Company is required to spend a minimum of $300,000 on exploration of the Dixie Lake Property by July 2007, pay $75,000 to the optionee of the Dixie Lake Property by July 2007, incur $250,000 of exploration expenditures on the Gem Property by September 30, 2007, and has budgeted $50,000 over the next twelve months for exploration of the property in Bissett, Manitoba, Canada.

There is no known commercially mineable mineral deposit on any of these properties, and there can be no assurance that a commercially mineable mineral deposit exists on any of these properties.

The Company obtained its option to acquire a 60% interest in the Pony Creek/Elliott Property pursuant to a Letter Agreement among Mill City International Corporation (“Mill City”), the Company, and Mr. Carl A. Pescio (“Pescio”) dated July 15, 2004, as amended December 3, 2004 (the “Letter Agreement”). The Letter Agreement has since been superseded by a formal Option Agreement between the Company and Mill City dated April 13, 2005. Reference is made to Item 4D. Information on the Company: Property, Plant and Equipment for a discussion of the Company’s interest in this property.

In October 2005 the Company acquired an option to acquire a 51% interest in the Dixie Lake Property, Red Lake Mining District, Ontario. Reference is made to Item 4D. Information on the Company: Property, Plant and Equipment for a discussion of the Company’s interest in this property.

In addition to acquiring its options to acquire a 60% interest in the Pony Creek/Elliott Dome Property, and a 51% interest in the Dixie Lake Property, the Company acquired a 100% interest in eight mining claims covering approximately 60 hectares in close proximity to Goldcorp’s Red Lake Mine located in District of Kenora in northwestern Ontario. Due to a lack of funding, the Company has elected not to undertake any exploration programs on this property in the near future. However, on July 12, 2005 the Company entered into a Letter of Intent with Goldcorp Inc. (“Goldcorp”), a company traded on the New York Stock Exchange and Toronto Stock Exchange, to enter into an option and joint venture agreement to explore the property. Under the terms of the Letter of Intent, which is subject to the negotiation and execution of a formal option and joint venture agreement between the parties, of which there can be no assurance, Goldcorp can earn a 60% in the Red Lake Property by incurring exploration expenditures of $100,000 within 18 months of the parties entering into a formal option and joint venture agreement. Goldcorp will be the operator of the exploration program during this initial period.

In April 2005, the Company acquired a 100% interest in eleven mining claims in the Bissett Gold Camp in southeastern Manitoba, covering 234 hectares in close proximity to the Bissett Gold Mine, a mine slated to resume operations later in 2005. The Company is currently developing an exploration program for the property and intends to invest up to $50,000 over the next twelve months. Reference is made to Item 4D.

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Information on the Company: Property, Plant and Equipment for a discussion of the Company’s interest in this property.

On September 30, 2005 Marum Resources Inc. (“Marum”) granted the Company an option to acquire a 50% interest in the Gem Property, a property consisting of seven claims covering 1,594 hectares, located near Rice Lake, in Manitoba (the “Gem Property”). To acquire the 50% interest, the Company is required to incur a total of $250,000 in exploration expenditures on the Gem Property by September 30, 2007, $125,000 which must be incurred by September 30, 2006. In addition, the exploration work must include a high-resolution aeromagnetic survey with a maximum 50 meter line spacing to be completed by March 31, 2006. The Company is also required to file with the Canadian government all assessment work required to keep the Gem Property in good standing.

Upon the Company completing the total of $250,000 in exploration work and filing all the required assessment work, the Company will be deemed to have earned a 50% interest in the Gem Property. Reference is made to Item 4D. Information on the Company: Property, Plant and Equipment for a discussion of the Company’s interest in this property.

     5A.      Operating Results

For the past three years the Company’s activities have concentrated on its efforts to re-enter the mining exploration business, as described above. Recently, the Company has spent most of its time negotiating three agreements: (i) with Mill City to acquire its option to acquire a 60% interest in the Pony Creek/Elliott Dome Property in Elko County, Nevada, (ii) with Fronteer, to acquire an option to acquire a 51% in the Dixie Lake Property in the Red Lake Mining District, Ontario, Canada, and (iii) with Wildcat Exploration Ltd, to acquire eleven mining claims located in the Bissett Gold Camp, near Bissett, Manitoba. The Company was also taking the necessary steps to allow the public trading of the Company’s Shares in Canada. During this time, no revenues were realized. The Company has funded operations during the period through the sale of its Shares. During the fiscal year ended May 31, 2005, the Company sold a total of 1,450,000 Shares, receiving gross proceeds of $1,450,000. Subsequent to May 31, 2005, the Company has sold a total of 3,089,424 Shares, receiving gross proceeds of $3,861,780 ($3,552,838 after payment of 8% commissions). $2,025,000 ($1,863,000 after payment of 8% commissions) of these funds represent sales of “flow-through” shares. The proceeds from the sale of flow-through shares may only be spent on Canadian properties. Accordingly, the Company will be unable to utilize any of the proceeds from the sale of the flow-through shares on exploration of the Pony Creek/Elliott Dome Property.

Management’s Discussion and Analysis Three Months Ended August 31, 2005 Compared to Three Months Ended August 31, 2004 (unaudited)

Results of Operations: Summary of Quarterly Results

For the three months ended August 31, 2005, the Company had a net loss of ($255,905), compared to a net loss of ($48,611) for the three months ended August 31, 2004. This change can primarily be attributed to management & investor relation services, business development and reporting issuer costs. (2005: $79,128 v 2004: $44,414) and a non-cash compensation expense of $121,291, recorded as the cost of the vested options granted to various individuals in October 2004. As the sole full-time employee of the Company during this period, Mr. Pecoskie was responsible for services that include day-to-day operation of the business, leadership and strategic development including the acquisition and exploration of potential property interests. Mr Pecoskie was solely responsible for managing the projects, as well as maintaining the corporate responsibilities of any publicly traded Company. The Company’s investor relations teams facilitate the flow of information between the Company and the investment community.

Twelve Months Ended May 31, 2005 Compared to Twelve Months Ended May 31, 2004

For the fiscal year ended May 31, 2005 the Company had net loss of ($1,485,564) compared to a net income of $1,058 for the fiscal year ended May 31, 2004. The loss was due to new or substantially higher

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expenses related to: management services (2005; $262,283; 2004: nil), reporting as an issuer (2005: $234,108; 2004: $15,306), professional fees (2005: $172,089; 2004: 18,912), and stock option compensation (2005: $775,613; 2004: nil).

Twelve Months Ended May 31, 2003 Compared to Twelve Months Ended May 31, 2002

For the fiscal year ended May 31, 2004 the Company had a net income of $1,058 compared to a re-stated net loss of $213,473 for the fiscal year ended May 31, 2003. The change was primarily as a result of a gain on a forgiveness of debt, along with no loss being recorded on the sale of long-term investments, compared to the $121,419 recorded on in 2003.

     5B.      Liquidity and Capital Resources

At the end of the Company’s fiscal quarter, August 31, 2005, the Company had cash on hand of approximately $2,386,005, compared to cash on hand of $244,067 at May 31, 2005. Subsequent to August 31, 2005 the Company sold an additional 990,320 Shares, resulting in gross proceeds of $1,237,900. The net proceeds to the Company, after payment of an 8% commission, were $1,138,868. $483,000 of this amount represents the proceeds from the sale of flow-through shares; the proceeds from the sale of the flow-through shares may only be spent on Canadian properties. Except for the sale of 400,000 Shares to one “accredited investor,” all of the post-May 31, 2005 sales took place outside the United States, specifically with various Canadian and European investors.

During the remainder of 2005 the Company intends to undertake an exploration program based upon the Russell Report, described in Item 4D Information on the Company: Property, Plants and Equipment. The Russell Report recommended a two-phase drill program totalling 20,000 feet for the Pony Creek/Elliott Dome Property. The purpose of the program will be to evaluate the property’s known gold mineralization, as well as explore for deeper, higher-grade gold mineralization and is expected to cost approximately $481,000 US. The Company is paying for this drilling program from its working capital. If the two-phase drilling program is successful, of which there can be no assurance, Russell recommended that an extensive program of development drilling be conducted. Russell recommended that approximately 150 holes be drilled at an estimated cost of $4.5 million US. The Company does not have the necessary funds to pay for this program and there can be no assurance that it will be able to obtain the necessary funds.

For the next twelve months the Company believes it will require approximately a total of approximately $4,100,000 for its exploration and administrative expenses. It requires (i) $3,500,000 in funds to pay for (a) its exploration activities on the Mill Creek/Elliot Dome, Dixie Lake and Bissett Gold Camp properties, (b) expenses related to its option to acquire a 51% interest in the Dixie Lake Property, and (c) its obligations with the Gem Property, and (ii) an additional $600,000 to cover its general & administrative expenses. The Company plans to pay for these expenses from its working capital and the sale of its Shares. However, there can be no assurances the Company will be able to raise the necessary funds. Since all of the Company’s interests are only at the exploration stage, the Company has no sources of revenue other than interest earned on its cash. The primary source of funding for the Company is the issue of equity capital.

The Company’s capital requirements in the future will be largely dependant upon the success of its various exploration programs. Until such time as a feasibility study is completed and a production decision is made with regard to one of the Company’s properties, it is expected that the only available source of future capital will be through the issuance of additional equity shares. The availability of equity capital, and the price at which additional equity could be issued, is dependent upon the success of the Company’s exploration activities, and upon the state of the capital markets generally. See Item 3D. Key Information: Risk Factors.

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     5C.      Research and development, patents and licenses, etc

During the last three fiscal years, the Company has not engaged in any research and development activities. Its activities have been focused on (i) raising funds through the sales of its Shares in various private placements, and (ii) negotiating agreements (a) with Mill City to acquire its option to acquire a 60% interest in the Pony Creek/Elliott Dome Property in Elko County, Nevada, (b) with Fronteer to acquire an option to acquire a 51% in the Dixie Lake Property,in the Red Lake Mining Division, Ontario (c) with Wildcat Exploration Ltd, to acquire eleven mining claims located in the Bissett Gold Camp, near Bissett, Manitoba, (d) with Marum Resources Inc. (“Marum”) to acquire a 50% interest in the Gem Property, a property consisting of seven claims covering 1,594 hectares, located near Rice Lake, in Manitoba, and (e) with Goldcorp Inc., granting Goldcorp an option to a 60% in the Red Lake Property by incurring exploration expenditures of $100,000 within 18 months of the parties entering into a formal option and joint venture agreement.

     5D.      Trend Information

                 Not Applicable

     5E.      Off-Balance Sheet Arrangements

                The Company is not engaged in any off-balance sheet arrangements.

     5F.      Tabular Disclosure of Contractual Obligations

The Company’s only contractual obligations are in connection with its (i) option to acquire a 60% interest from Pony Creek/Elliott Dome Property in Elko County, Nevada, (ii) its option to acquire a 51% interest in the Dixie Lake Property, Red Lake Mining District, Ontario, Canada, and (iii) its option to acquire a 50% interest in the Gem Property, located near Rice Lake, in Manitoba, Canada, as set forth in the following table:

Table No. 9: Tabular Disclosure of Contractual Obligations

Payments Due by Period
		Less than			More than
Contractual Obligations	Total	One Year	1-3 Years	3-5 Years	Five Years
Required Exploration  Expenditures on Pony Creek/Elliott Dome Property	$ 3,500,000 US	$500,000 US	$3,000,000 US1	$ 0	$ 0
Advance Royalty Payments Due to Pescio2		$75,000 US	$325,000 US	$550,000 US	$200,000 US per year
Required Exploration Expenditures on Dixie Lake Property	$300,000 CAD	$300,000 CAD	$0	$0	$0
Payments to English for Dixie Lake Property	$75,000 CAD	$35,000 CAD	$40,000 CAD	$0	$0
Required Exploration Expenditures on Gem Property	$250,000 CAD	$125,000 CAD	$125,000 CAD	-	$0

1 Depending upon certain conditions, the Company may be required to spend $2,000,000 US on the property by August 31, 2007, to acquire the 60% interest.

2 The Company is required to make advance royalty payments to Pescio in connection with the acquisition by Mill City of the Pony Creek/Elliott Dome Property.

Reference is made to Item 4D. Information on the Company: Property, Plant and Equipment for a discussion of the above payment obligations.

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ITEM 6:      DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

     6A.      Directors and Senior Management

Table No. 10: Directors and Senior Management

			Date of First Election
Name	Title	Date of Birth	or Appointment
Raymond Pecoskie	President and CEO	June 4, 1948	March 26, 2004
Richard Brown	Chairman, Director	March 25, 1958	March 26, 2004
Michael Dehn	VP Corporate Development	April 2, 1969	August 01, 2005
Ian Grant	Director	June 23, 1958	March 26, 2004
John Hogg	Director	July 11, 1945	March 26, 2004
Joel Strickland	Director	April 13, 1962	December 20, 2004
Michael Hitch	Director	Nov. 16, 1962	November 8, 2005

A brief education and relevant work history of our Directors and Management follows:

Raymond P. Pecoskie, P. Eng.

Mr. Pecoskie holds a Bachelor of Applied Science in Chemical Engineering- University of Waterloo and is a member Professional Engineers of Ontario. Mr. Pecoskie offers over 25 years of private & public company management experience. Previously he served as a director and technical advisor to High Desert Resources of Nevada helping them with the Carlin Trend West Leeville, 3,177,561 ounces gold deposit discovery, and the development process as well as joint venture negotiations with Newmont. As president of Global-tek Business Development Inc., Mr Pecoskie provided strategic contributions in the structuring and successful listing of Basis 100 Inc. (BAS/TSE) and subsequent investor relations activities. Basis 100 Inc. was an internet-based mortgage origination software & services company. As the founder and president of Securamax International, Mr. Pecoskie provided leadership in the design, engineering, manufacturing and supply of critical process isolation equipment to Barrick, eliminating serious process problems at Barrick’s Goldstrike Autoclave Gold Processing System and Operations in Nevada. Securamax went onto to supply similar process equipment to such major mining companies as Santa Fe Gold Corporation and Lihir Gold Inc. in Papua New Guinea. Mr. Pecoskie’s sole focus is now working on all aspects of business development, property asset value appreciation, corporate financing and shareholder value appreciation as the President of the Company. Immediately prior to coming on board with Grandview Gold Inc., Mr Pecoskie spent time serving as an independent business development consultant through his wholly-owned company Global-Tek Business Development Inc.

Richard Brown, MBA

Mr. Brown has been a partner with Osprey Capital (a private investment banking firm based in Toronto, Canada) since November 2001. Mr. Brown brings to the Company experience in public company administration, as he was previously chief financial officer of Navitrak International Company, a publicly traded company. Mr. Brown was responsible for all financial aspects of Navitrak, including raising over $6 million in equity, the negotiation of bank facilities, acquisitions and the development of their business strategy. Prior to Navitrak, Mr. Brown spent ten years with the Bank of Nova Scotia and Scotia Capital Markets in New York, acting as Vice President from 1992-1997. During this time he worked as a corporate lending officer and head of investment grade fixed income origination, focusing primarily on Canadian issuers accessing the U.S. capital markets. Mr. Brown holds a Masters degree in finance from the Daniels School of Business at the University of Denver and a BA in Economics from the University of Guelph. Mr. Brown currently spends a minimum of 12 hours per week on the affairs of the Company. Mr. Brown also holds the position of Director on the Boards of: Phoenician Holdings Corp. and Navitrak International Corp.

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Michael A. Dehn, Vice President – Corporate Development

Mr. Dehn worked from 1994 through August 2005 at Goldcorp Inc. (“Goldcorp”), a Canadian company engaged in gold mining production in Canada and elsewhere. Mr. Dehn was most recently Senior Geologist for Goldcorp, and managed all of Goldcorp’s regional exploration programs in the Red Lake Gold Camp, Canada, since 1999. Mr. Dehn spends approximately 60% of his time on the Company’s affairs.

John M. Hogg, Certified Geologist

John M. Hogg holds a Bachelor of Science (B.Sc.) Special Honours in Geology from the University of London, 1966 and is a Fellow of the Geologists Society of London (FGS), 1969 as well as a Chartered Geologist (UK), 1990. Mr. Hogg brings over 35 years experience in mineral exploration, including 29 years in the Nevada, Great Basin Region. Mr. Hogg brings extensive experience in resource exploration and development activities with a number of public companies including supervision of High Desert Mineral Resources as Vice President of Exploration (1993-2004) which included supervision of High Desert’s involvement in Newmont Exploration Limited’s operations on the Newmont Gold & Barrick HD Joint Venture Property resulting in the discovery of over 4 million ounces of gold known as the West Leeville, Four Corners and Hardie Footwall deposits located on the Carlin Trend in Nevada. Mr. Hogg currently spends approximately 2-5 hours per week on the affairs of the Company. Mr. Hogg does not hold a position with any other boards at this time.

Ian Grant

Mr. Grant holds a B.A. from Queens University, Kingston Ontario in 1977 majoring in Economics and French and subsequently attended the Sorbonne (Paris IV). Mr. Grant is presently chairman of SeaBiscuit Capital Corporation, a privately held investment firm with holdings in both private and public companies. Mr. Grant was a director for Navitrak International and brings extensive experience in investing in public and private companies. Mr. Grant currently spends approximately of 5-10 hours per week on the affairs of the Company. Mr. Grant also holds the position of Director on the Boards of Ian S Grant Holdings Limited and Dyment Limited. He has been the President of Ian S Grant Holdings Limited since 1988.

Joel Strickland

Mr. Strickland is currently the Vice President, M&A of Navitrak International, an OTC publicly traded technology company based in Halifax, Nova Scotia, Canada. He has been with Navitrak since 2002. From 2000-2002, he was a consultant for Capital Partners Corp, a private investment banking firm in Toronto, Ontario, Canada. From 1996-1999 he was President of Innovadent Technologies, a technology company located in Newmarket, Ontario, Canada. A graduate of the University of Western Ontario Ivey School of Business, Mr. Strickland spent several years trading fixed income securities in Toronto and New York before shifting his focus to work with emerging companies. Mr. Strickland currently spends approximately 1-2 hours per week on the affairs of the Company. Mr. Strickland also holds the position of Director on the board of Navitrak International Corp in Canada and Navitrak Engineering Inc. in the US.

Michael Hitch

Mr. Hitch is the Chief Operating Officer and Managing Director of Golden China Management. Golden China Management provides management services to Golden China Resources Corporation, a Toronto-based, Chinese company listed on the TSX-V. Golden China’s business focuses on exploration and development, operations/production and merchant banking within the rapidly developing precious metal mining industry in the Peoples’ Republic of China. During the past five years Mr. Hitch has held positions as a mining analyst for Clarus Securities Inc. and Octagon Capital Corporation, as well as Vice President Corporate Development of Ivanhoe Mines Ltd.

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     6B.      Compensation

Table No. 11: Compensation of Directors, Management and Employees

Name and Principal Position	Year Ended May 31	Annual Compensation			Long Term Compensation			All Other Compen- sation ($)
		Salary ($)	Bonus ($)	Other Annual Compen- sation ($)	Awards		Payouts
					Securities Under Options/ SARs Granted (#)	Restricted Shares or Restricted Share Units   ($)	LTIP Payouts ($)
Raymond Pecoskie President	2004 2005	Nil 140,184(1)	Nil Nil	Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Michael Dehn (2) VP Corporate Development	2005	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1)	On June 1, 2004, the Company entered into a management agreement with Global-Tek Associates, a company owned by the Mr. Pecoskie to provide management and consulting services in exchange for $11,682 per month, which amounted to $140,184 for the fiscal ended May 31, 2005.
(2)	Effective August 25, 2005, the Company hired Mr. Dehn as the VP– Corporate Development for $6,000/month. To date in fiscal 2006, Mr. Dehn has been paid $12,000.

          6B.1.      No Termination Agreements for Executive Officers and Directors

The Company has no plans or arrangements that would result in the compensation of an executive officer or director in the event such person’s employment is terminated, as a result of either resignation, retirement, change of control, or change of responsibilities following a change in control.

          6B.2.      Stock Option Plan

On March 26, 2004 the Company’s shareholders approved the establishment of a Stock Option Plan (the “Plan”) for the purpose of providing incentives to directors, officers, employees and consultants of the Company. The maximum number of Shares reserved for issue under the Plan cannot exceed 10% of the issued and outstanding Shares from time to time. The total number of Shares, which may be reserved for issuance in any 12-month period is subject to the following limitations:

a)	the number of Shares reserved for issuance pursuant to Options granted to insiders exceeding 10% of the Company's issued and outstanding Shares;
b)	the grant to Insiders, within any twelve-month period, of Options reserving for issuance a number of Shares exceeding in the aggregate 10% of the Company's issued and outstanding Shares;
c)	the grant to any one individual, Options reserving for issuance a number of Shares exceeding in the aggregate 5% of the Company's issued and outstanding Shares;
d)	the grant to all persons engaged by the Company to provide Investor Relations Activities, of Options reserving for issuance a number of Shares exceeding in the aggregate 1% of the Company's outstanding number of listed securities;
e)	the grant to any one Consultant of Options reserving for issuance a number of Shares exceeding in the aggregate 2% of the Company's issued and outstanding Shares.

The purpose of the Plan is to attract, retain and motivate directors, officers, employees and other service providers by providing them with the opportunity, through share options, to acquire a proprietary interest in the Company. The options are non-assignable and may be granted for a term not exceeding five years.

The Plan is currently administered by the Board of Directors (the “administrator”). Options may be granted to purchase Shares on such terms that the administrator of the Plan may determine within the limitations of the Plan and subject to the rules of applicable regulatory authorities. In determining the

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number of optioned Shares that may be granted to each optionee, consideration will be given to the optionee’s present and potential contribution to the success of the Company and to any applicable regulatory requirements.

Options may be granted under the Plan only to directors, officers, employees and other service providers subject to the rules and regulations of applicable regulatory authorities and any Canadian stock exchange upon which the Shares may be listed or may trade from time to time. The number of Shares reserved for issue to any one person pursuant to the Plan may not exceed 5% of the issued and outstanding Shares at the date of such grant.

The exercise price for options granted under the Plan may not be less than the “fair market value” of the Shares at the time of grant as determined by the administrator of the Plan but the CNQ (or any other applicable stock exchange) for the ten trading days prior to the date of grant. Options are non-assignable and are exercisable for a period of up to five years from the date the option is granted (or up to ten years from the date of grant if permitted by applicable stock exchanges), subject to earlier termination after certain events such as the optionee’s cessation of service to the Company or death.

     6C.      Board Practices

Each director is currently serving a one (1) year term, renewable at the annual shareholder meeting. None of the Company’s directors have any service contracts.

The Company has an Audit Committee, which recommends to the Board of Directors the engagement of the independent auditors of the Company and reviews with the independent auditors the scope and results of the Grandview’s audits, the Company’s internal accounting controls, and the professional services furnished by the independent auditors to the Company. The current members of the Audit Committee are: Richard Brown, Ian Grant and Joel Strickland.

The Company does not have a remuneration committee.

     6D.      Employees

The Company has two employees, Mr. Ray Pecoskie and Mr. Michael Dehn. For further details of Mr. Pecoskie’s and Mr. Dehn’s consulting agreements, which agreements sets forth their responsibilities, compensation, and related issues, see Item 10C. Material Contracts.

     6E.      Share Ownership

The following table outlines shows the shareholdings of the Directors and Senior Management, as at November 8, 2005.

          6E.1.      Details of Share Ownership

Table No. 12: Shareholdings of Directors and Senior Management (at Nov. 1, 2005)

		Amount and Nature of
Title of Class	Name of Beneficial Owner	Beneficial Ownership(1)	Percent of Class
Common	Raymond Pecoskie	4,000	0.0268%
Common	Rick Brown	5,000(2)	0.0335%
Common	Ian Grant	99,000	0.6626%
Common	John Hogg	Nil	-
Common	Joel Strickland	Nil	-
Common	Michael Dehn	Nil	-

Notes:

(1) These amounts do not reflect (i) the 750,000 Shares, 150,000 Shares, 75,000 Shares, 75,000 Shares, 75,000 Shares, and 150,000 Shares which can be acquired pursuant to the exercise of stock options by Messrs. Pecoskie, Brown, Grant, Hogg, Strickland, and Dehn, respectively.

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(2) This amount does not include 350,000 Shares owned by Mr. Brown’s wife, who performs investor relations work for the Company. Mr. Brown disclaims beneficial ownership of the Shares owned by his wife.

The following table sets forth the Company’s outstanding stock options as at November 1, 2005. Stock Options Outstanding

Table No. 13: Stock Options Outstanding (at November 1, 2005)

	Number of
	Common-voting	Exercise		Expiration
Name	Shares	Price	Grant Date	Date
Ray Pecoskie	750,000(1)	$1.00	1-Oct-2004	1-Oct-2009
Richard Brown	150,000(1)	$1.00	1-Oct-2004	1-Oct-2009
Ian Grant	75,000(1)	$1.00	1-Oct-2004	1-Oct-2009
John Hogg	75,000(1)	$1.00	1-Oct-2004	1-Oct-2009
Joel Strickland	75,000(1)	$1.10	20-Dec-2004	20-Dec-2009
Michael Dehn	150,000(1)	$1.25	25-Aug-2005	25-Aug-2010

Note:

(1) These options are vesting 25% quarterly

ITEM 7:      MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

     7A.      Major Shareholders

At November 1, 2005, the Company had 15,100,918 Shares outstanding. At such date Gordon Cooper (“Cooper”) was the only person beneficially owning more than 5% of the Company’s outstanding Shares. At such date Cooper was the beneficial owner of 2,462,033 Shares, which represented 16.48% of the Company’s outstanding Shares. According to a Schedule 13D filed on August 3, 2005 with the Securities and Exchange Commission, Cooper (i) owns 139,500 Shares directly, (ii) owns an additional 217,333 Shares through his 1/3 interest in a partnership, Contact Partners (iii) is the beneficial owner of an additional 1,810,200 Shares pursuant to a voting trust agreement dated July 22, 2005, granting Cooper the sole right to vote and approve the transfer of such Shares and (iv) has an oral agreement with two individuals providing him with shared voting power over 295,000 Shares.

In 1998 Cooper became the sole beneficiary of Cocum Stiftung, a trust formed to invest in public companies (the “Trust”). In 2005 the Trust owned 2,252,997 Shares. In 2005 Cooper decided to dissolve the Trust due to maintenance costs and the Shares held by the Trust were distributed to Cooper’s relatives, friends, and business associates as follows:

Name	Amount
John Esplen	475,200
Myrtle Cooper	325,000
Jennifer Cooper	434,665
Chris DeAngelis	575,335
Murray Cook	442,797

On July 22, 2005, the persons listed directly above, other than Murray Cook, entered into a voting trust agreement with Cooper (i) granting Cooper the sole power to vote the 1,810,200 Shares owned by them, and (ii) providing that the Shares could not be transferred without Cooper’s prior written approval. Cooper also has an oral agreement with two individuals, John Belonzo and Betsy-Anne Barton, granting him shared voting power over Mr. Belonzo’s 145,000 Shares, and Ms. Barton’s 150,000 Shares.

There has been no significant change in Cooper’s shareholdings during the past three years, although the form of some of Cooper’s shareholdings has changed. Originally, Cooper was the beneficial owner of

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2,252,997 Shares owned by the Trust. Currently, he is the beneficial owner of 1,810,200 Shares previously held by the Trust, but now covered by the July 22, 2005 voting trust agreement.

At November 1, 2005, there were 317 Canadian shareholders of record, holding 13,631,761 common shares, which represented 91.24% of the Company’s outstanding shares. There were 99 U.S. holders of record, holding 787,053 common shares, which represented 5.27% of the Company’s outstanding Shares. There were 4 holders of record from other parts of the world, holding 522,104 common shares, which represented 3.49% of the Company’s outstanding Shares. At such date, there were no arrangements, the operation of which could result in a change of control. All shareholders have the same voting rights with respect to the Shares.

     7B.      Related Party Transactions

During the last three years, no director, executive officer, person owning at least 5% of the Company’s outstanding Shares, or affiliate thereof, has or has had any material interest, directly or indirectly, in any transaction involving the Company since its incorporation, or in any proposed transaction involving the Company.

For the year ended May 31, 2005 and the three months ended August 31, 2005, the Company paid $140,184 and $35,886, respectively, to Global-Tek Associates, a company owned by the president, Raymond Pecoskie as detailed under Item 6B. Directors, Senior Management, and Employees: Compensation.

     7C.      Interests of Experts and Counsel None.

ITEM 8:      FINANCIAL INFORMATION

     8A.      Consolidated Statements and Other Financial Information

Reference is made to Item 17. Financial Statements for the financial statements included in this Registration Statement.

There are no legal proceedings of a material nature pending against the Company, or its subsidiaries. The Company is unaware of any legal proceedings known to be contemplated by any governmental authorities.

The Company has never paid a dividend and it is unlikely that the Company will declare or pay a dividend until warranted.

     8B.      Significant Changes

Subsequent to August 31, 2005, the Company acquired (ii) an option to acquire a 51% interest in the Dixie Lake Property, located in the Red Lake Mining District, Ontario, Canada, and (ii) an option to acquire a 50% interest in the Gem Property, a property consisting of seven claims covering 1,594 hectares, located near Rice Lake, in Manitoba (the “Gem Property”). Reference is made to Item 4D. Information on the Company: Property, Plant and Equipment. for a description of the Company’s interests in these properties.

Subsequent to August 31, 2005, the Company has sold a total of (i) 420,000 flow-through Shares, at a price of $1.25 per flow-through Share, and (ii) 570,320 Units, at a price of $1.25 per Unit, receiving net proceeds, after payment of an 8% commission, of $1,138,868. The net proceeds from the sale of flow-through Shares, $483,000, may only be spent on Canadian properties. Each Unit consisted of one Share and one-half warrant to purchase one Share at an exercise price of $1.75 per Share, until September 15, 2006. Other than as described above, there have been no other significant changes in the Company’s business since the date of the unaudited financial statements for the period ended August 31, 2005.

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ITEM 9:      THE OFFER AND LISTING

     9A.      Common Share Trading Information

The Company’s Shares trade on the CNQ Canada’s New Stock Exchange in Canada, under the symbol “GVGI”. The initial listing date was effective on the CNQ Exchange in October 2004.

Table No. 16 lists the high and low sales prices on the CNQ for actual trades of the Company’s Shares. As of November 1, 2005 the closing price for the Shares was $1.20.

Table No. 14: CNQ Common-Voting Shares Trading Activity

Period Ended	High (CAD$)	Low (CAD$)
Monthly:
31-Oct-05	$1.30	$1.14
30-Sep-05	$1.51	$1.30
31-Aug-05	$1.42	$1.12
31-Jul-05	$1.40	$1.25
30-Jun-05	$1.35	$1.12
31-May-05	$1.25	$1.11
Annual (Fiscal Year):
Ended May 31, 2005	$2.00	$0.99

The Canadian Trading & Quotation System (the ‘CNQ’)

Canada’s newest stock exchange The CNQ began operations July 25, 2003. As of May 10, 2004, the Ontario Securities Commission officially recognized the CNQ as a stock exchange.

The CNQ offers an alternative to the high costs and large capitalization requirements of the other exchanges, thereby providing junior companies with a visible market for their securities. The CNQ is recognized by the Ontario Securities Commission (OSC) and is subject to OSC regulatory requirements. The OSC administers and enforces securities legislation in the Province of Ontario. The OSC protects investors from unfair, improper and fraudulent practices, fosters fair and efficient capital markets and maintains public and investor confidence in the integrity of those markets.

Market Regulation Services Inc. (RS) provides market surveillance and regulatory oversight. RS is the independent regulation services provider for Canadian equity markets. It monitors all trades in real-time every day to protect the investor and ensure market integrity.

All dealers must be Investment Dealers Association (IDA) members and adhere to Universal Market Integrity Rules and CNQ’s trading and practice rules. The IDA is the Canadian investment industry’s national trade association and self-regulatory organization. It plays a key role in market regulation, is a strong advocate of public policy and protects investors by ensuring its members follow strict compliance guidelines.

The Company plans to have its Shares traded on the OTC Bulletin Board in the United States during 2005, although there can be no assurance that the Shares will be accepted for trading on this facility.

As of November 1, 2005 the Company had 1,856,154 Share Purchase Warrants outstanding with varying expiration dates between December 23, 2005 and October 19, 2006.

     9B.      Stock Exchanges Identified

The Company’s Shares trade on the CNQ in Canada. Refer to ITEM 9A – Common Share Trading Information.

     9C.      Plan of Distribution

                 Not applicable.

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     9D.      Markets

                 See 9A. above

     9E.      Selling Shareholders

                 Not applicable.

     9F.      Dilution

                 Not applicable.

     9G.      Expenses of the Issue

                 Not applicable.

ITEM 10:      ADDITIONAL INFORMATION

     10A.     Share Capital

The Company is authorized to issue an unlimited number of shares, no par value. At November 8, 2005, there were 15,100,918 common shares issued and outstanding. At such date, there were options to purchase 1,275,000 shares outstanding, and 1,646,154 share purchase warrants with various expiration dates.

During the past four years, the Company has sold and issued the following securities, for the stated consideration.

Table No. 15: History of Share Capital

Fiscal	Nature of	Number of	Capital
Year	Share Issuance	Shares	Raised
2001	Balance	3,270,998	$ 3,378,444
2002	Nil	Nil	Nil
2003	Nil	Nil	Nil
2004	Nil	Nil	Nil
2005	Stock Split 3:1	6,541,996	Nil
	Private Placement	120,000	$120,000
	Private Placement	150,000	$150,000
	Private Placement	175,000	$175,000
	Mineral Property Acquisition	400,000	Nil
	Private Placement	1,005,000	$1,005,000
	Private Placement1	3,089,424	$3,861,780
	Mineral Property Acquisition	188,500	Nil
	Finders Fee	160,000	Nil

^{_______________________
1} Took place on three separate closings dated 31-Aug, 15-Sep & 19-Oct

     10B.     Memorandum and Articles of Association

Common Shares

The Company is authorized to issue an unlimited number of Common Shares (“Shares”), with no par value.

The holders of Shares are entitled to such dividends as and when declared by our board of directors, to one vote per share at meetings of shareholders and upon liquidation, to receive such of our assets as are distributable to holders of Shares, subject to the rights of holders, if any, of the Preferred Shares. All Shares presently outstanding are duly authorized, validly issued, fully paid and non-assessable. Shares have no preference, conversion, exchange, pre-emptive or cumulative voting rights.

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All Shares are entitled to one vote per share at all meetings of shareholders, rank equally as to dividends and as to the distribution of the Company’s assets available for distribution in the event of a liquidation, dissolution or winding up of the Company. There are no pre-emptive or conversion rights and no provision for redemption, purchase for cancellation, surrender or sinking or purchase funds.

Provisions as to the modification, amendment or variation of such rights and provisions are contained in the Business Corporations Act (Ontario) (the “Act”) and the regulations promulgated thereunder. Certain fundamental changes to the articles of the Company will require the approval of two-thirds of the votes cast on a resolution submitted to a special meeting of the Company’s shareholders called for the purpose of considering the resolution. These items include (i) an amendment to the provisions relating to the outstanding capital of the Company, (ii) a sale of all or substantially all of the assets of the Company, (iii) an amalgamation of the Company with another company, other than a subsidiary, (iv) a winding-up of the Company, (v) a continuance of the Company into another jurisdiction, (vi) a statutory court approved arrangement under the Act (essentially a corporate reorganization such as an amalgamation, sale of assets, winding-up, etc.), and (vii) a change of name.

Although the Act does not specifically impose any restrictions on the repurchase or redemption of shares, under the Act a corporation cannot repurchase its shares or declare dividends if there are reasonable grounds for believing that (a) the corporation is, or after payment would be, unable to pay its liabilities as they become due, or (b) after the payment, the realizable value of the corporation’s assets would be less than the aggregate of (i) its liabilities and (ii) its stated capital of all classes of its securities. Generally, stated capital is the amount paid on the issuance of a share.

Articles and By-Laws

The following presents a description of certain terms and provisions of the Company’s articles and bylaws.

General

The Company was incorporated in the Province of Ontario on November 23, 1945. Its Ontario Corporation Number is 51816.

The Company’s corporate objectives and purpose are unrestricted.

Directors

Pursuant to Section 132 of the Business Corporation Act (Ontario) (“OBCA”), a director who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or transaction or proposed material contract or transaction with us shall disclose to us the nature and extent of that interest and shall not vote on any resolution to approve such contract or transaction. If a quorum of independent directors is present, the directors are entitled to vote compensation to themselves.

Section 137 of the OBCA provides that the directors shall be paid such remuneration for their services as the board of directors may from time to time determine.

Section 184 of the OBCA provides that the board may from time to time on our behalf, without authorization of shareholders:

• borrow money upon Company credit;

• issue, reissue, sell or pledge debt obligations of the Company;

• guarantee on our behalf to secure performance of any obligation of any person; and

•     mortgage, hypothecate, pledge or otherwise create a security interest in all or any of our currently owned or subsequently acquired property of the Company, to secure any obligations of the Company.

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There are no provisions in the Company’s by-laws relating to retirement or non-retirement of directors under an age limit requirement. A director need not be a shareholder. A majority of directors must be resident Canadians and at least one-third of the directors must not be officers or employees of the Company or of any of the Company’s affiliates.

Annual and special meetings

The annual meeting and special meetings of shareholders are held at such time and place as the board of directors, the chairman of the board, the managing director or the president shall determine. Notice of meetings are sent out to shareholders not less than 21 nor more than 50 days before the date of such meeting. All shareholders at the record date are entitled to notice of the meeting and have the right to attend the meeting. The directors do not stand for re-election at staggered intervals.

Any two shareholders entitled vote at a meeting of shareholders, whether present in person or represented by proxy, constitute a quorum.

Every vote held at a meeting of shareholders is determined by a majority of the votes cast on the question. In the case of an equal vote, the chairman is not entitled to a second or casting vote.

There are no provisions in either the Company’s Articles of Incorporation or By-laws that would have the effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company or its subsidiary. There are no by-law provisions governing the ownership threshold above which shareholder ownership must be disclosed.

     10C.     Material Contracts

The following material contracts have been entered into by the Company within the past two years: 1) Option Agreement dated April 13, 2005 on the Pony Creek/Elliot Dome properties with Mill City Gold Corp. (“Option Agreement”) relating to the Company’s option to earn up to a 60% interest in the Pony Creek/Elliot Dome Property. See Item 4D. History and Development of the Company: Property, Plant and Equipment.

2) Management Services Agreement dated June 1, 2004 between the Company and Global-Tek Business Development Inc., a company wholly owned by Raymond Pecoskie, for management and administrative services. Under the terms of the agreement, Grandview Gold agrees to pay Global-Tek in exchange for management, leadership and strategic business development services CAD$11,682 per month, payable on the 25^th of each month. Additionally, Global-Tek is entitled to an option agreement with Grandview to purchase up to 750,000 common shares, exercisable at $1.00 per share and vesting quarterly, commencing October 1, 2004 in four equal instalments of 187,500 common shares each. Grandview agrees to reimburse Global-Tek for any business-related expenses including travel, cell phone or Blackberry, an office space allowance of $490.00 per month, a monthly car allowance of $670.95/month and related automobile expenses. See Item 6: Directors, Senior Management and Employees and Item 7. Major Shareholders and Related Party Transactions.

3) Consulting Agreement dated September 14, 2004 between the Company and Bay Street Connect Ltd. (“Bay”) whereby Bay would identify and attract potential investors. The agreement had a 6-month term with compensation to Bay of $4,000/month plus 100,000 stock options exercisable at an option price of $1.00 for five (5) years. This Agreement was terminated effective December 21, 2004 and 100,000 stock options were cancelled.

4) Agency agreement dated June 29, 2004 with IBK Capital Corp (“IBK”) whereby IBK would obtain for Grandview a private placement of up to 1,000,000 common shares at an offering price of $1.00 per share. In exchange for their services, Grandview would provide IBK a non-refundable work fee of $25,000, a 9% commission on the closing date, plus common share purchase warrants totalling a quantity equal to 10%

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of the total amount of the consideration divided by the price per share. This agreement expired December 29, 2004.

5) Investor Relations agreement dated March 1, 2005 between the Company and Tangent Management Corp. for the purpose of developing and executing investor and public relations programs directed toward individual investors, analysts and institutional investors. The agreement has an initial three-month term, with compensation of $5,000 per month and 100,000 options at an exercise price of $1.65. 50,000 of the options have a term of six months and 50,000 have a term of twelve months. All 100,000 options are fully vested July 1, 2005. After 3 months, either party may cancel the agreement with one (1) day written notice.

6) Agreement for Purchase and Sale Among Grandview Gold Inc. and Wildcat Exploration Ltd. dated effective April 1, 2005 for the purpose of acquiring mineral dispositions (the “Property"). The Property consists of 11 claims totalling 234 hectares, registered in the Province of Manitoba, Canada. The purchase price for the property is $100,000 and 70,000 common shares of the Company.

7) Letter of Intent with Goldcorp Inc. (“Goldcorp”), dated July 12, 2005 granting Goldcorp an option to acquire a 60% in the Red Lake Property. See Item 4D. History and Development of the Company: Property, Plant and Equipment.

8) Option Agreement with Fronteer with Fronteer Development Group Inc. and the Company, effective dated as of August 26, 2005, relating to the Company’s option to acquire a 51% interest in the Dixie Lake Property, Red Lake, Ontario. See Item 4D. History and Development of the Company: Property, Plant and Equipment.

9) Investor Relations agreement dated September 1, 2005 between the Company and Renmark Financial Services (“Renmark”) for the purpose of developing and executing investor and public relations programs directed toward individual investors, analysts and institutional investors. The agreement is for a twelve-month period, starting September 1, 2005 and ending August 31, 2006. The Company may terminate the agreement anytime after February 28, 2006, by providing Renmark a 30-day written notice to the effect. Compensation is $5,000 per month from September 1, 2005 through February 28, 2006, and $7500 per month for the months March-August 2006. The Company also agrees to compensate for any reasonable expenses incurred by Renmark over the course of business, provided these expenses have been pre-approved by an authorized officer of The Company.

10) Memorandum of Agreement for Diamond Drilling Work dated September 12, 2005 between The Company and Rodren Drilling Ltd. (“Rodren”). Rodren has been contracted by the Company to conduct up to 2500 meters of diamond drilling on the Company’s Dixie Lake Property See Item 4D. History and Development of the Company: Property, Plant and Equipment. Work commenced in September 2005, and is scheduled to end in November 2005. The costs of this drilling program includes $20,000 for initial set-up and take down of Rodren’s drilling equipment and $50,000 as an advance payment against drilling. The advance payment will be taken off the final invoice.

11) Option Agreement dated September 30, 2005 between the Company and Marum Resources Inc. (“Marum”) granting the Company an option to acquire a 50% interest in the Gem Property, a property consisting of seven claims covering 1,594 hectares, located near Rice Lake, in Manitoba. See Item 4D. History and Development of the Company: Property, Plant and Equipment.

12) Consulting Agreement dated August 1, 2005 with Michael A. Dehn (“Dehn”). The Company has entered into a Consulting Contract Agreement with Dehn, who was appointed in August 2005 as the Company’s Vice President of Corporate Development. Under the agreement Dehn’s receives $72,000 per year. In addition, Dehn was granted options to acquire 150,000 Shares, at an exercise price of $1.30 per Share, vesting quarterly over the initial year of the agreement. Dehn will also be entitled to an option to acquire 10,000 Shares, at an undetermined price, or $10,000 in cash, in the event the Company enters into a letter of intent with Golden Pocket Resources Ltd. and signed by Irwin Pauls. The Company has also agreed to reimburse Mr. Dehn for any business-related expenses including travel, cell phone or

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Blackberry, automobile parking and gas expense, a field vehicle lease allowance of $500 per month and a hardware and software lease expense of $1,800 amortized over 12 months. The agreement is for one year, to be automatically extended on a year-to-year basis, unless terminated by either party.

13) Finders Fee Agreement dated effective October 20, 2005 between the Company and McKenna Gold Inc. In connection with the Company’s acquisition of an option to acquire a 51% interest in the Dixie Lake Property, Red Lake, Ontario, the Company issued 160,000 Shares to McKenna Gold Inc. as a finder’s fee. See Item 4D. History and Development of the Company: Property, Plant and Equipment.

14) Letter Agreement dated September 8, 2005 with Mill City Gold Corp. amending the April 13, 2005 Option Agreement between Mill City Gold Corp. and Grandview Gold Inc. extending the deadline to incur the exploration expenditure of US$340,000 to December 31, 2005.

     10D.     Exchange Controls

There are no laws, governmental decrees or regulations in Canada that restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of our shares, other than withholding tax requirements. Reference is made to Item 10E. Taxation.

There are no limitations under the laws of Canada or the Province of Ontario, or in our constituting documents, with respect to the right of non-resident or foreign owners to hold or vote Shares other than those imposed by the Investment Canada Act.

The Investment Canada Act is a federal Canadian statute which regulates the acquisition of control of existing Canadian businesses and the establishment of new Canadian businesses by an individual, a government or entity that is a "non-Canadian" as that term is defined in the Investment Canada Act. Management of the Company believes that it is not currently a "non-Canadian" for purposes of the Investment Canada Act. If the Company were to become a "non-Canadian" in the future, acquisitions of control of Canadian businesses by the Company would become subject to the Investment Canada Act. Generally, the direct acquisition by a "non-Canadian" of an existing Canadian business with gross assets of $5,000,000 or more is reviewable under the Investment Canada Act, with thresholds of $223 million and $237 million for transactions closing in 2003 and 2004, respectively, for "WTO investors" as defined under the Investment Canada Act. If the Company were to become a “non-Canadian” in the future, Management believes the Company would likely become a “non-Canadian” which is a “WTO investor.” Generally, indirect acquisitions of existing Canadian businesses (with gross assets over certain threshold levels) are reviewable under the Investment Canada Act, except in situations involving “WTO investors” where indirect acquisitions are generally not reviewable. In transactions involving Canadian businesses engaged in the production of uranium, providing financial services, providing transportation services or which are cultural businesses, the benefit of the higher “WTO investor” thresholds do not apply.

Acquisitions of businesses related to Canada's cultural heritage or national identity (regardless of the value of assets involved) may also be reviewable under the Investment Canada Act. In addition, investments to establish new, unrelated businesses are not generally reviewable. An investment to establish a new business that is related to the non-Canadian's existing business in Canada is not notifiable under the Investment Canada Act unless such investment relates to Canada's cultural heritage or national identity.

Investments which are reviewable under the Investment Canada Act are reviewed by the Minister, designated as being responsible for the administration of the Investment Canada Act. Reviewable investments, generally, may not be implemented prior to the Minister’s determining that the investment is likely to be of "net benefit to Canada" based on the criteria set out in the Investment Canada Act. Generally investments by non-Canadians consisting of the acquisition of control of Canadian businesses which acquisitions are otherwise non-reviewable or the establishment of new Canadian businesses require that a notice be given under the Investment Canada Act in the prescribed form and manner.

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Any proposed take-over of the Company by a “non-Canadian” would likely be subject only to the simple “notification” requirements of the Investment Canada Act as in all likelihood that non-Canadian would be a “WTO investor” for purposes of the Investment Canada Act. Generally, a “WTO investor” is an individual, other than a Canadian, who is a national of a country that is a member of the World Trade Organization. In the case of a person that is not an individual, a WTO investor is a person that generally, is ultimately controlled by individuals, other than Canadians, who are nationals of a WTO member. Currently there are 134 countries that are members of the WTO, including virtually all countries of the Western world. The Company would have to have an asset base of at least before the “reviewable” transaction provisions of the Investment Canada Act became relevant for consideration by a third party non-Canadian acquirer, which is not a WTO investor.

     10E.     Taxation

          10E.1.      Certain Canadian Federal Income Tax Consequences - General

The following is a brief summary of some of the principal Canadian federal income tax consequences to a holder of the common-voting shares of the Company (a "U.S. Holder") who deals at arm's length with the Company, holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) (the "Act") and the Canada – United States Income Tax Convention (the "Treaty"), is at all relevant times resident in the United States, is not and is not deemed to be resident in Canada and does not use or hold and is not deemed to use or hold the shares in carrying on a business in Canada. Special rules, which are not discussed below, may apply to a U.S. Holder that is an insurer that carries on business in Canada and elsewhere.

Under the Act and the Treaty, a U.S. Holder of the common-voting shares will generally be subject to a 15% withholding tax on dividends paid or credited or deemed by the Act to have been paid or credited on such shares. The withholding tax rate is 5% where the U.S. Holder is a corporation that beneficially owns at least 10% of the voting shares of the Company and the dividends may be exempt from such withholding in the case of some U.S. Holders such as qualifying pension funds and charities. Reference is made to “Item 10E.4 – United States Taxation” for a more detailed discussion of the United States tax considerations relating to an investment in the Shares.

          10E.2.      Dividends

A Holder will be subject to Canadian withholding tax ("Part XIII Tax") equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on common shares. Under the Canada-U.S. Income Tax Convention (1980) as amended by the Protocols signed on 6/14/1983, 3/28/1984, 3/17/1995, and 7/29/1997 (the "Treaty"), the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States and who is the beneficial owner of the dividend, is 5%. If the Holder is a company that owns at least 10% of the voting stock of the Company paying the dividend, and, in all other cases, the tax rate is 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

          10E.3.      Disposition of Common Shares

A Holder who disposes of a common share, including by deemed disposition on death, will not normally be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted "taxable Canadian property" as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder if the share is listed on a prescribed stock exchange unless the Holder or persons with whom the Holder did not deal at arm's length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of the capital stock of the Company. The CNQ is a prescribed stock exchange under the Tax Act. A Holder who is a resident of the United States and realizes a capital gain on a disposition of a common share that was taxable Canadian property will

- 48 -

nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the common shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resource properties, (b) the common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 month period preceding the disposition, or (c) the Holder is an individual who (i) was a resident of Canada at any time during the 10 years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the common share when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on a disposition of a common share must include three quarters of the capital gain (taxable capital gain) in computing the Holder's taxable income earned in Canada. The Holder may, subject to certain limitations, deduct three-quarters of any capital loss (allowable capital loss) arising on a disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains realized in any of the three preceding years or any subsequent year.

          10E.4.      United States Taxation

The following summary is a general discussion of the material United States Federal income tax considerations to US holders of our Shares under current law. It does not discuss all the tax consequences that may be relevant to particular holders in light of their circumstances or to holders subject to special rules, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our shares is not effectively connected with the conduct of a trade or business in the United States, shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation, shareholders who hold their stock as ordinary assets and not capital assets and any other non-US holders.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. This discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. The following discussion is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of our shares and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of our shares should consult their own tax advisors about the Federal, state, local, estate and foreign tax consequences of purchasing, owning and disposing of our shares.

US Holders

As used herein, a “US Holder” includes a holder of shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity that is taxable as a corporation for US tax purposes and any other person or entity whose ownership of our shares is effectively connected with the conduct of a trade or business in the United States. A US Holder does not include persons subject to special provisions of Federal income tax law, such as tax exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our shares is not effectively connected with conduct or trade or business in the United States, shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation and shareholders who hold their stock as ordinary assets and not as capital assets.

- 49 -

Distributions on our Shares

US Holders receiving dividend distributions (including constructive dividends) with respect to our shares are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that we have current or accumulated earnings and profits as defined under US Federal tax law, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the US Holder’s United States Federal income tax liability or, alternatively, may be deducted in computing the US Holder’s United States Federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed our current or accumulated earnings and profits, they will be treated first as a return of capital up to the US Holder's adjusted basis in the shares and thereafter as gain from the sale or exchange of the shares. Preferential tax rates for net capital gains are applicable to a US Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a US Holder that is a corporation. With effect from January 1, 2003, the United States reduced the maximum tax rate on certain qualifying dividend distributions to 15% (5% for certain US Holders). In order for dividends paid by foreign corporations to qualify for the reduced rates, (1) the foreign corporation must meet certain requirements, including that it not be classified as a foreign investment company or a passive foreign investment company for United States federal income tax purposes in either the taxable year of the distribution or the preceding taxable year, and (2) the US Holder must meet the required holding period. In order to meet the required holding period, the US Holder must hold our Common Shares for at least 60 days during the 120-day period beginning 60 days before the ex-dividend date.

Dividends paid on our shares will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A US Holder that is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from us (unless we qualify as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such US Holder owns shares representing at least 10% of our voting power and value. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.

In the case of foreign currency received as a dividend that is not converted by the recipient into US dollars on the date of receipt, a US Holder will have a tax basis in the foreign currency equal to its US dollar value on the date of receipt. Generally, any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for US dollars, will be ordinary income or loss. However, for tax years after 1997, an individual whose realized foreign exchange gain does not exceed US $200 will not recognize that gain, to the extent that there are not expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense (other than travel expenses in connection with a business trip or as an expense for the production of income).

Foreign Tax Credit

A US Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of our shares may be entitled, at-the option of the US Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the US Holder during that year. There are significant and complex limitations that apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the US Holder’s United States Federal income tax liability that the US Holder's foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as “passive income”, “high

- 50 -

withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of our shares should consult their own tax advisors regarding their individual circumstances.

Disposition of our Shares

A US Holder will recognize a gain or loss upon the sale of our shares equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder's tax basis in our shares. This gain or loss will be a capital gain or loss if the shares are a capital asset in the hands of the US Holder, and will be a short-term or long-term capital gain or loss depending upon the holding period of the US Holder. Preferential tax rates for long-term gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. Corporate capital losses (other than losses of corporations electing under Subchapter S or the Code) are deductible to the extent of capital gains. Non-corporate taxpayers may deduct net capital losses, whether short-term or long-term, up to US $3,000 a year (US $1,500 in the case of a married individual filing separately). For US Holders which are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For US Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Other Considerations

In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of our shares: Foreign Personal Holding Company If at any time during a taxable year more than 50% of the total combined voting power or the total value of our outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens or residents of the United States and 60% (50% in subsequent years) or more of our gross income for such year was derived from certain passive sources, we would be treated as a “foreign personal holding company”. In that event, US Holders that hold our shares (on the earlier of the last day of our tax year or the last date on which we were a foreign personal holding company) would be required to include in gross income for such year their allowable portions of such passive income to the extent we do not actually distribute such income.

Foreign Investment Company

If 50% or more of the combined voting power or total value of our outstanding shares are held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701 (a)(31)), and we are found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that we might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a US Holder selling or exchanging our shares to be treated as ordinary income rather than capital gain. Passive Foreign Investment Company As a foreign corporation with US Holders, we could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1296 of the Code, if 75% or more of our gross income in a taxable year is passive income, or the average percentage of our assets (by value) during the taxable year which

- 51 -

produce passive income or which are held for production of same is at least 50%. Passive income is generally defined to include gross income in the nature of dividends, interest, royalties, rents and annuities; excess of gains over losses from certain transactions in any commodities not arising inter alia from a PFIC whose business is actively involved in such commodities; certain foreign currency gains; and other similar types of income. US Holders owning shares of a PFIC are subject to an additional tax and to an interest charge based on the value of deferral of tax for the period during which the shares of the PFIC are owned, in addition to treatment of any gain realized on the disposition of shares of the PFIC as ordinary income rather than as a capital gain. However, if the US Holder makes a timely election to treat a PFIC as a qualified electing fund (“QEF”) with respect to such shareholder's interest therein, the above-described rules generally will not apply. Instead, the electing US Holder would include annually in his gross income his pro rata share of the PFIC's ordinary earnings and any net capital gain regardless of whether such income or gain was actually distributed. A US Holder of a QEF can, however, elect to defer the payment of United States Federal income tax on such income inclusions. Special rules apply to US Holders who own their interests in a PFIC through intermediate entities or persons.

The IRS has issued proposed regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by a Non-Electing US Holder that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases, the basis of our shares in the hands of the transferee and the basis of any property received in the exchange for those shares would be increased by the amount of gain recognized. A US Holder who has made a timely QEF election (as discussed below) will not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee's basis in this case will depend on the manner of the transfer. The specific tax effect to the US Holder and the transferee may vary based on the manner in which our shares are transferred. Each US Holder should consult a tax advisor with respect to how the PFIC rules affect their tax situation.

Shareholder Election

These adverse tax consequences may be avoided, if the US Holder has elected to treat the PFIC as a qualified electing fund (a “QEF”) with respect to that US Holder effective for each of the PFIC's taxable years beginning on or after January 1, 1987, which include any portion of the US Holder’s holding period.

The procedure a US Holder must comply with in making an effective QEF election will depend on whether the year of election is the first year in the US Holder's holding period in which we are a PFIC. If the US Holder makes a QEF election in such first year (i.e. a timely QEF election), then the US Holder may make the QEF election by simply filing the appropriate documents at the time the US Holder files his tax return for such first year. If, however, we qualified as a PFIC in a prior year, then in addition to filing documents, the US Holder must generally recognize gain as if it had sold the QEF stock on the first day of the taxable year in which the QEF election is made, if (i) the US Holder holds stock in the PFIC on that day, and (ii) the US Holder can establish the fair market value of the PFIC stock on that day. The US Holder will treat that deemed sale transaction as a disposition of PFIC stock and will, thereafter, be subject to the rules described below applicable to US shareholders of a QEF.

In general, US shareholders of a QEF are taxable currently on their pro rata share of the QEF’s ordinary income and net capital gain regardless of whether such income or gain was actually distributed. A US Holder of a QEF can, however, elect to defer the payment of United States Federal income tax on such income inclusions.

Mark to Market Election

Effective for tax years of US Holders beginning after December 31, 1997, US Holders who hold, actually or constructively, marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market (a “mark-to-market election”). If such an election is made, such US Holder will not be subject to the special taxation rules of PFIC described above for the taxable years for which the mark-to-market election is made. A US Holder who makes such an election will include in income for the

- 52 -

taxable year an amount equal to the excess, if any, of the fair market value of our shares as of the close of such tax year over such US Holder's adjusted basis in such shares. In addition, the US Holder is allowed a deduction for the lesser of (i) the excess, if any, of such US Holder's adjusted tax basis in the shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any of (A) the mark-to-market gains for our shares included by such US Holder for prior tax years, including any amount which would have been included for any prior year but for Section 1291 interest on tax deferral rules discussed above with respect to a US Holder, who has not made a timely QEF election during the year in which he holds (or is deemed to have held) our shares and we are a PFIC (“Non-Electing US Holder”), over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A US Holder's adjusted tax basis in our shares will be increased or decreased to reflect the amount included or deducted as a result of mark-to-market election. A mark-to-market election will apply to the tax year for which the election is made and to all later tax years, unless the PFIC stock ceases to be marketable or the IRS consents to the revocation of the election.

The PFIC and QEF election rules are complex. US Holders should consult a tax advisor regarding the availability and procedure for making the QEF election as well as the applicable method for recognizing gains or earnings and profits under the foregoing rules.

Controlled Foreign Corporation

If more than 50% of the voting power of all classes of stock or the total value of our stock is owned, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own 10% or more of the total combined voting power of all classes of our stock (“United States shareholder”), we could be treated as a “controlled foreign corporation” under Subpart F of the Code. This classification would cause many complex results including the required inclusion by such United States shareholders in income of their pro rata share of our “Subpart F income” (as specially defined by the Code). If we are both a PFIC and controlled foreign corporation, we will generally not be treated as a PFIC with respect to United States shareholders of the controlled foreign corporation. This rule generally will be effective for our taxable years ending with or within such taxable years of United States shareholders. In addition, under Section 1248 of the Code, a gain from the sale or exchange of shares by a US Holder who is or was a United States shareholder at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of our earnings and profits attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because it is not clear that Subpart F would apply to the US Holders of our shares, a more detailed review of these rules is outside of the scope of this discussion.

     10F.      Dividends and Paying Agents

Holders of Shares are entitled to receive dividends in cash, property or Shares when and if dividends are declared by the Board of Directors out of funds legally available therefore. There are no limitations on the payment of dividends. To date, the Company has never paid any dividends to its shareholders.

     10G.      Statements by Experts

                   Not applicable.

     10H.     Documents on Display

Copies of the documents referred to in this document may be inspected during normal business hours, at the offices of WeirFoulds, LLP located at 1600 – 130 King Street West, Toronto, Ontario, M5X 1J5, Canada.

     10I.      Subsidiary Information

                  Not applicable.

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ITEM 11:      QUANTIITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                 Not applicable.

ITEM 12:      DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

                 Not Applicable.

PART II

ITEM 13:      DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

                 None.

ITEM 14:      MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

                 None.

ITEM 15:      CONTROLS AND PROCEDURES

                 Not applicable.

ITEM 16:      RESERVED

                 Not applicable.

PART III

ITEM 17:      FINANCIAL STATEMENTS

1) Consolidated Balance Sheets of Grandview Gold Inc. as at May 31, 2005 and 2004 and Consolidated Statements of Operations and Deficit and Cash Flows for each of the three years ended May 31, 2005, 2004 and 2003, reported on by McCarney Greenwood LLP, Chartered Accountants. These statements are prepared in accordance with Canadian generally accepted accounting principles, which differ in certain respects from United States generally accepted accounting principles. See Note 14 to the consolidated financial statements.

2) Unaudited Balance Sheet as at August 31, 2005, Statements of Operations and Deficit for the Three Months ended August 31, 2005 and 2004, Statements of Cash Flows for the Three Months ended August 31, 2005 and 2004.

ITEM 18:      FINANCIAL STATEMENTS

                 See Item 17. Financial Statements.

ITEM 19:      EXHIBITS

     19A.      Financial Statements

99-1

Consolidated Balance Sheets of Grandview Gold Inc. as at May 31, 2005 and 2004 and Consolidated Statements of Operations and Deficit and Cash Flows for each of the three years ended May 31, 2005, 2004 and 2003, reported on by McCarney Greenwood LLP, Chartered Accountants. These statements are prepared in accordance with Canadian generally accepted accounting principles, which differ in certain respects from United States generally accepted accounting principles. See Note 14 to the consolidated financial statements.

99-2

Unaudited Balance Sheet as at August 31, 2005, Statements of Operations and Deficit for the Three Months ended August 31, 2005 and 2004, Statements of Cash Flows for the Three Months ended August 31, 2005 and 2004.

- 54 -

     19B.     Exhibits

(Reference is made to Registration Statement on Form 20-F, dated May 3, 2005, filed with the Securities and Exchange Commission on May 5, 2005, for exhibits 1, 2, and 3.1 - 3.6. Reference is made to Amendment No. 1 to Registration Statement on Form 20-F, dated August 17, 2005, filed with the Securities and Exchange Commission on August 18, 2005, for exhibits 5.1, and 5.4)

1.	Articles of Incorporation/Bylaws as currently in effect:
	1.1.	Certificate of Incorporation, Loisan Red Lake Gold Mines Limited, November 23, 1945
	1.2.	Articles of Amendment dated September 22, 1983
	1.3.	Articles of Amendment dated April 9, 1987
	1.4.	Articles of Amendment dated July 6, 2004
	1.5.	By-laws of the Company dated January 14, 1987
2.	Instruments defining the rights of holders of equity
		- Refer to Exhibit No. 1 -
3.	Material Contracts
	3.1.	Option Agreement between Mill City Gold Corp. and Grandview Gold Inc. dated April 13, 2005.
	3.2.	Management contract dated June 1, 2004 with Global-Tek Business Development Inc., a consulting company owned by the president Raymond Pecoskie.
	3.3.	Consulting Agreement with Bay Street Connect Ltd. dated September 14, 2004 for consulting services to identify and attract potential investors. Termination letter dated December 21, 2004.
	3.4.	Investor relations agreement dated June 29, 2004 with IBK Capital Corp for consulting services.
	3.5.	Investor Relations agreement dated March 1, 2005, with Tangent Management Corp.
	3.6.	Agreement for Purchase and Sale Among Grandview Gold Inc. and Wildcat Exploration Ltd. dated effective April 1, 2005.
	3.7.	Letter of Intent with Goldcorp Inc. (“Goldcorp”), dated July 12, 2005
	3.8.	Option Agreement with Fronteer Development Group Inc. and the Company, dated as of August 26, 2005
	3.9.	Investor relations agreement dated September 1, 2005 with Renmark Financial Communications Inc. for consulting services.
	3.10.	Memorandum of Agreement between the Company and Rodren Drilling Ltd. dated September 12, 2005
	3.11.	Option Agreement dated September 30, 2005 between the Company and Marum Resources Inc.
	3.12.	Consulting Agreement dated August 1, 2005 between the Company and Michael A. Dehn.
	3.13.	Finders Fee Agreement dated October 20, 2005 between the Company and McKeena Gold Inc.
	3.14.	Letter Agreement dated September 8, 2005 with Mill City Gold Corp. amending Option Agreement between Mill City Gold Corp. and Grandview Gold Inc. dated April 13, 2005.
4.	List of Subsidiaries
		- None -
5.	Additional Exhibits
	5.1.	2004 Stock Option Plan
	5.2.	Audit Committee Charter
	5.3.	Consent of McCarney Greenwood LLP.
	5.4.	Consent of R.H. Russell, M.Sc.

- 55 -

SIGNATURES

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

GRANDVIEW GOLD INC.
By:	/s/ Ray Pecoskie
	Ray Pecoskie
	President

Date: November 14, 2005

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EX-3.7

GOLDCORP INC.

www.goldcorp.com	Suite 2700
	145 King Street West
	Toronto, Ontario
By facsimile	Canada, M5H 1J8
	Telephone
	(416) 865-0326
Mr. Raymond Pecoskie	Facsimile
President & CEO, Grandview Gold	(416) 361-5741
Suite 400, 56 Temperance Street
Toronto, Ontario
M5H 3V5
416-409-8245
416-361-0923 fax

July 12, 2005

Dear Mr. Pescoskie,

Re: Letter of Intent to Enter into an Option Agreement

This letter sets forth a general offer to option 8 patented mining claims in Southeast Dome Township ( the “Property” as defined in Schedule “A”) from Grandview Gold Inc. ("Optionee" or “Grandview Gold”) by Goldcorp Inc ("Optionor" or “Goldcorp”). A full agreement will be issued after acceptance of this offer.

TERMS

The Optionor, Goldcorp Inc., offers CDN$100,000 in work on the ground to the Optionee, Grandview Gold Inc., for a 60% interest in the "Grandview Gold" property rights. Work is to be completed within 18 months of acceptance of the offer.

Goldcorp can elect at its option to complete all exploration expenditures within a period of time of less than 18 months to reach the 60% interest level. Goldcorp will be the operator during the earning period. Quarterly report of activities will be provided by Goldcorp.

Should Goldcorp reach a 60% interest in the Property a joint venture agreement will be put in place with an approximate CDN$166,000 opening valuation (Goldcorp 60% – Grandview Gold 40%). The condition of the joint venture will be agreed to by both Goldcorp and Grandview Gold and attached to the definitive option agreement.

Subsequent to the completion of the first CDN$100,000 of expenditures and the formation of the joint venture, Goldcorp can elect to be the operator of any work on the property.

The joint venture agreement will include standard dilution clauses for ongoing expenditures.

If during the joint venture Grandview Gold or Goldcorp are diluted to a 10% interest in the property, the interest converts to a 1% NSR, which can be purchased at any time by the other party for CND$500,000.

GOLDCORP INC. -2-

Grandview Gold will be free to disseminate news on a reasonable schedule and basis, in accordance with appropriate regulatory guidelines and rules, providing Goldcorp has approved the said news to its dissemination.

Grandview Gold will confirm the right to its underlying interest in the property and its ability and entitlement to execute a definitive option agreement. Should Grandview Gold not be able to confirm a full 100% interest in the Property, this letter of intent and any subsequent definitive agreement will become null and void and Goldcorp shall have no obligations to Grandview Gold.

By accepting these terms Grandview Gold also agrees to let Goldcorp have surface access to these claims as long as this agreement is valid.

Both parties agree to mutual confidentiality with respects to information exchange during execution and the term of a definitive option agreement. Grandview Gold grants Goldcorp unfettered access to the entire data to complete its required due diligence. Goldcorp agrees to provide a list of required due diligence items and to review said items as quickly as possible.

The terms of this letter of intent will become binding upon execution of a definitive agreement. Upon receipt of a signed copy of this letter of intent from Grandview Gold, Goldcorp agrees to draft a definitive agreement and terms of any subsequent joint venture.

Please find attached a list of the "Grandview Gold" claims and a general property outline of the "Grandview Gold" property.

Yours truly,

GOLDCORP INC.

Gilles Filion,

V.P., Exploration

Please sign to acknowledge your acceptance of our offer.

Name Date

GF/mad

Attach.

GOLDCORP INC. -3-

SCHEDULE “A”

Grandview Gold Red Lake Property Claims

Claim No.	Description	Hectares
0001	PT KRL17410	4.229
0002	PT KRL18357	12.545
0003	PT KRL21754	19.142
0004	PT KRL21755	6.337
0005	PT KRL23045	8.600
0006	PT KRL18569	2.541
0007	PT KRL19944	0.724
0008	PT KRL20013	4.881

Figure 1 Grandview Property Location

EX-3.8

October 13, 2005

Fronteer Development Group Inc.

1066 West Hastings Street

Suite 1640

Vancouver, BC

V6E 3X1

Attention: Mark O'Dea, President

Dear Dr. O'Dea:

Re: Option Agreement for the Dixie Lake Property between Grandview Gold Inc.

(Grandview") and Fronteer Developments Group Inc. ("Fronteer")

          Please find enclosed herewith for your review an Option Agreement (the "Option Agreement") prepared with respect to the Dixie Lake Property located in the Red Lake Mining Division Ontario.

          You will note that in the interests of expediency the Option Agreement does not attach a form of joint venture agreement however Article 8 of the Option Agreement does contain the major terms which will form the basis of any joint venture agreement to be entered into. More specifically, Article 8 considers, among other things:

(i)	the initial contributions by each of Grandview and Fronteer;
(ii)	the initial participating interests of each of Grandview and Fronteer; and
(iii)	provisions concerning the dilution of any such participating interest.

          Please also note that the term 'Joint Venture Agreement' is defined in the Option Agreement to mean "the joint venture agreement to be negotiated and entered into by the parties in good faith and on commercially reasonable terms (including those terms contained in this Agreement)". As such, the terms contained in the Option Agreement will form part of the Joint Venture Agreement.

          Finally, we would ask that you note subsection 8.02(e) wherein it is indicated that if either Grandview or Fronteer's participating interest falls below ten percent (10%) then any such party's interest will be converted into a ten percent (10%) net profit royalty. We expect that a definition of such term would be set out in full in the Joint Venture Agreement, however, if you prefer we can set same out in the Option Agreement and would ask that you send us a form of net profit royalty which is acceptable to you for our review.

          Should you have any questions about the Agreement, please do not hesitate to contact us.

Yours truly,

Michael A. Dehn,

VP Corporate Development

Encl.

Grandview Gold Inc. 360 Bay Street Suite 500 Toronto On M5H 2V6

P: 416 486-3444 TF: 800-736-9532 www.grandviewgold.com

OPTION AGREEMENT

BETWEEN:

FRONTEER DEVELOPMENT GROUP INC.

AND

GRANDVIEW GOLD INC.

DATED AS OF THE 26^TH DAY OF AUGUST, 2005

ARTICLE 1	DEFINITIONS, INTERPRETATION AND SCHEDULES	1
1.01	Definitions	1
1.02	Interpretation	3
1.03	Currency	4
1.04	Time of Essence	4
1.05	Modification	4
1.06	Waiver	4
1.07	Interpretation and Severability	4
1.08	Governing Law	4
1.09	Schedules	4
ARTICLE 2	REPRESENTATIONS AND WARRANTIES	5
2.01	Representations and Warranties of Fronteer	5
2.02	Representations and Warranties of Grandview	6
2.03	Survival of Representations and Warranties	7
2.04	Disclosure	7
2.05	Covenants	7
ARTICLE 3	OPTION	7
3.01	Grant of Option	7
3.02	Entry on Property	7
3.03	Transfer of Property	7
3.04	Deficiencies in Title	8
ARTICLE 4	PAYMENTS AND EXPENDITURES	8
4.01	Underlying Vendor Payments	8
4.02	Option Expenditures	8
4.03	Underlying Vendor Shares	8
ARTICLE 5	PERFORMANCE OF WORK	9
5.01	Standard of Care	9
5.02	Indemnification	9
5.03	Access to Property and Data	9
ARTICLE 6	VESTING OF INTEREST	9
6.01	Exercise of Option	9
ARTICLE 7	TERMINATION	10
7.01	Termination of Agreement	10

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7.02	Obligations of Grandview on Termination	10
ARTICLE 8	FORMATION OF JOINT VENTURE	11
8.01	Joint Venture	11
8.02	Reduction in Participating Interest	12
ARTICLE 9	TRANSFER OF INTEREST	14
9.01	General	14
9.02	Limitations on Free Transferability	14
9.03	Pre-Emptive Right	14
9.04	Exception to Pre-Emptive Right	15
ARTICLE 10	CONFIDENTIALITY	16
10.01	General	16
10.02	Exceptions	16
ARTICLE 11	GENERAL PROVISIONS	17
11.01	Notice	17
11.02	Force Majeure	18
11.03	Further Assurances	18
11.04	Enurement	18
11.05	Other Business Opportunities	18
11.06	No Partnership	19
11.07	Effect on Letter of Intent	19

OPTION AGREEMENT

THIS AGREEMENT made as of the 26th day of August, 2005.

B E T W E E N :

FRONTEER DEVELOPMENT GROUP INC., a corporation incorporated under the laws of the Province of Ontario, Canada

(hereinafter called “Fronteer”)

OF THE FIRST PART,

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GRANDVIEW GOLD INC., a corporation incorporated under the laws of the Province of Ontario, Canada

(hereinafter called “Grandview”)

OF THE SECOND PART.

THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants, conditions and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS, INTERPRETATION AND SCHEDULES

1.01 Definitions

Where used or referred to in this Agreement:

“Affiliate” has the meaning assigned to it in the Canada Business Corporations Act, as amended;

“Assets” means the Property, Products and all other tangible and intangible personal property now or hereafter held for the benefit of the parties hereunder by Fronteer (until such time as Grandview has complied with all provisions of this Agreement at which time Grandview will hold a 51% interest and Fronteer will hold a 49% interest in the Assets);

"Budget" means a detailed estimate of all costs to be incurred by the parties with respect to a Program and "Budgetary Period" means the Budgetary Period established in a Program and Budget;

“Costs” means all items of outlay and expense whatsoever with respect to Operations;

“Effective Date” means August 26, 2005, being the date on which the Letter of Intent was accepted by Grandview and Fronteer;

“Expenditures” means all direct expenses of or incidental to Operations together with any and all costs, fees and expenses which may be paid to obtain feasibility, engineering or other studies or

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reports on or with respect to the Property. There shall be added to and included in “Expenditures” reasonable charges by Grandview for services provided in connection with Operations by geologists in the employment of Grandview and reasonable charges for machinery, tools, equipment and camp facilities owned by Grandview and used or employed in Operations;

“Exploration” means all activities directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits or Products. Exploration may include all activities undertaken through to the completion of a Feasibility Study, if any, but shall not include construction of milling or processing facilities or commencement of commercial mining operations on the Property;

“Interest” means a party’s interest in this Agreement;

“Joint Venture” means the joint venture which may be formed by the parties pursuant to Article 8;

“Joint Venture Agreement” means the joint venture agreement to be negotiated and entered into by the parties in good faith and on commercially reasonable terms (including those terms contained in this Agreement);

“Letter Of Intent” means the agreement resulting from the letter from Grandview dated August 26, 2005 and accepted by Fronteer;

“Mining” means the mining, extracting, producing, handling, milling, beneficiation or other processing of Products;

“Operations” includes any and every kind of work and activity directed toward ascertaining the existence, location, quantity, quality or commercial value of minerals, including without limitation diamonds, which Grandview in its sole discretion elects to do or to have done on or in respect of the Property or the products derived therefrom and all expenditures in respect of or incidental to such work;

"Operator" means Grandview unless the circumstances provided for in Section 8.01(c) exist in which case Fronteer shall become the Operator;

“Option” means the option granted by Fronteer to Grandview to acquire a 51% undivided interest in the Property, as provided in Article 3 hereof;

“Prime Rate” means at any particular time the annual rate of interest announced from time to time by Royal Bank of Canada, main branch, Toronto, Ontario as a reference rate then in effect for determining floating rates of interest on Canadian dollar loans made in Canada and as to which from time to time a certificate of an officer of the said bank shall be conclusive evidence;

“Products” means all ores, minerals and mineral resources produced from the Property under this Agreement including, without limitation, diamonds;

"Program" means a description in reasonable detail of the scope, direction and nature of the Operations to be conducted and objectives to be accomplished by the Operator for a year or any other reasonable period.

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“Property” means those mining claims and leases described in Schedule A and all mining claims and leases which may replace the same and all other interests in real property which are acquired and held subject to this Agreement;

“Transfer” means sell, grant, assign, encumber, pledge or otherwise commit or dispose of;

“Underlying Agreements” means the agreements between Fronteer and Perry V. English including those listed in Schedule B hereto and any amendments thereto from time to time;

“Underlying Royalties” means the royalties in favour of Perry V. English provided for in the Underlying Agreements;

“Underlying Vendor” means Perry V. English

“Vesting Date” shall have the meaning given to it in Article 8 hereof.

1.02 Interpretation

For all purposes of this Option Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) “this Agreement” means this Option Agreement as it may from time to time be supplemented or amended by one or more agreements entered into pursuant to the applicable provisions hereof;

(b) all references in this Agreement to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement;

(c) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(d) the headings of this Agreement are for convenience only and do not form a part of this Agreement nor are they intended to interpret, define or limit the scope, extent or intent of this Agreement or any provisions hereof;

(e) the words “including”, when following any general statement, term or matter, shall not be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of a similar import) is used with reference thereof but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter;

(f) words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa.

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1.03 Currency

          Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of the Canada.

1.04 Time of Essence

          Time is of the essence of this Agreement.

1.05 Modification

          No modification of this Agreement shall be valid unless made in writing and duly executed by the parties.

1.06 Waiver

          The failure of a party to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit that party’s right thereafter to enforce any provision or exercise any right.

1.07 Interpretation and Severability

          In the event that any condition, covenant or other provision of this Agreement is held to be invalid or void by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect any other condition, covenant or other provision of this Agreement. If such condition, covenant or other provision shall be deemed invalid due to its scope or breadth, such condition, covenant or other provision shall be deemed valid to the extent of the scope or breadth permitted by law.

1.08 Governing Law

          This Agreement shall be governed by and interpreted in accordance with the laws of Ontario and the parties hereto irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.

1.09 Schedules

          The following are the schedules incorporated in this Agreement by reference and deemed to be a part hereof:

Schedule “A” – Property
Schedule “B” – Underlying Agreements

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ARTICLE 2
REPRESENTATIONS AND WARRANTIES

2.01 Representations and Warranties of Fronteer

          Fronteer represents and warrants to Grandview as follows:

(a) that it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all other actions required to authorize it to enter into and perform this Agreement have been properly taken;

(b) that it will not breach any other agreement or arrangement by entering into or performing this Agreement.;

(c) that this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms;

(d) that no consent or approval of any third party (including Perry V. English) or governmental agency is required for the execution, delivery or performance of this Agreement or the transfer or acquisition of any interest in the Assets;

(e) Fronteer has complied with and is not in default of any terms of the Option Agreement dated December 30, 2002, as amended by the First Amendment To The Option Agreement dated February 25, 2003 and as amended on July 4, 2005 each such agreement or amendment thereto being by and between Fronteer and Perry V. English;

(f) Fronteer owns and possesses and has good and marketable title to the Property free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever other than the Underlying Royalties and, without limiting the generality of the foregoing, Fronteer has not entered into and there are not any agreements or options to grant or convey any interest in the Property or to pay any royalties with respect to the Property except as aforesaid;

(g) the claims comprised in the Property have been duly and validly staked, located and recorded pursuant to all applicable laws and regulations in the Province Ontario and are in good standing and the information in Schedule A is accurate and no person has protested and to the best of Fronteer’s knowledge there is no basis for protesting the recording of any such claims;

(h) to the knowledge of Fronteer there is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims and other interests comprising the Property, nor to the best of Fronteer’s knowledge is there any basis therefor or interest therein;

(i) there are no writs, injunctions, orders or judgments outstanding, no law suits, claims, proceedings or investigations pending or threatened, relating to the use, maintenance or operation of the Property, whether related to environmental, archaeological or similar matters, or otherwise, nor, to Fronteer’s knowledge, is there any basis for any such law suits, claims, proceedings or investigations being instituted or filed;

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(j) Fronteer does not own or have any interest in any property that is adjacent to or contiguous with any Property;

(k) all taxes, rates or other levies of every nature and kind heretofore levied against the Property have been fully paid and satisfied;

(l) Fronteer is not a non-resident for the purposes of Section 116 of the Income Tax Act (Canada); and

(m) the Underlying Agreements have not been amended except as described in Schedule B attached hereto (excluding the amendment between Fronteer and Perry V. English on July 4, 2005 which amendment provided that the payment of the 20,000 common shares of Fronteer due on July 11, 2005 would be delayed until the singing of this Agreement) and constitute all of the agreements pertaining to the Property; each Underlying Agreement is a legal, valid, binding and enforceable agreement and there has been no act or omission and there is no state of acts existing which constitutes, or after notice or lapse of time or both would constitute a breach or default thereunder.

The representations and warranties contained in this Section 2.01 are provided for the exclusive benefit of Grandview and a breach of any one or more of them may be waived by Grandview in writing in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

2.02 Representations and Warranties of Grandview

          Grandview represents and warrants to Fronteer as follows:

(a) that it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all other actions required to authorize it to enter into and perform this Agreement have been properly taken;

(b) that it will not breach any other agreement or arrangement by entering into or performing this Agreement.;

(c) that this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms; and

(d) that no consent or approval of any third party or governmental agency is required for the execution, delivery or performance of this Agreement or the transfer or acquisition of any interest in the Assets.

The representations and warranties contained in this Section 2.02 are provided for the exclusive benefit of Fronteer and a breach of any one or more of them may be waived by Fronteer in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

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2.03 Survival of Representations and Warranties

          The representations and warranties contained in this Article 2 will not merge in the Joint Venture Agreement and shall survive the execution and delivery of the Joint Venture Agreement and shall continue in full force and effect.

2.04 Disclosure

          Each of the parties represents and warrants to the other that it is unaware of any material facts or circumstances which have not been disclosed in this Agreement, which should be disclosed to the other party in order to prevent the representations in this Article 2 from being materially misleading.

2.05 Covenants

          Each of the parties will from time to time give prompt notice to the other of any notice of default, lawsuit, proceeding, action or damages of which it becomes aware and which might affect it, the Assets or the title of any party to the Property.

ARTICLE 3
OPTION

3.01 Grant of Option

          Fronteer hereby grants to Grandview the sole and exclusive right and option exercisable in the manner described herein, to acquire a 51% undivided interest in the Property, free and clear of all liens, charges, encumbrances, security interests and adverse claims, except for and subject to the Underlying Agreements and the proportionate responsibility for the Underlying Royalties.

3.02 Entry on Property

          Fronteer hereby grants to Grandview, its servants, agents and independent contractors, the sole, exclusive and irrevocable right and option to:

(a) enter upon and have immediate access to the Property;

(b) carry out Operations on the Property as Grandview may in its sole discretion determine;

(c) bring and install on the Property and remove from time to time such buildings, plant, machinery, equipment, tools, appliances and supplies as Grandview may deem necessary; and

(d) remove from the Property reasonable quantities of rocks, ores, mineral sand metals and to transport the same for the purpose of sampling, testing and assaying.

3.03 Transfer of Property

          Upon Grandview acquiring a 51% undivided interest in the Property upon exercising the Option pursuant to Section 3.01, Fronteer shall, as soon as practicable, deliver to Grandview duly

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executed transfers of the Property in immediately recordable form in favour of Grandview, free and clear of all liens, charges, encumbrances, securities interests and adverse claims. Grandview will as soon as possible record all transfers contemplated by this section 3.03 at its own cost with the appropriate government office to effect legal transfer of the Property into the name of Grandview, provided that Grandview shall hold the Property subject to the terms of the Joint Venture Agreement.

3.04 Deficiencies in Title

          If Fronteer’s title to the Property is now or at any time hereafter deficient, defective or encumbered in any way, such deficiency, defect or encumbrance may be remedied or removed by Grandview in which event the cost and related expenses thereof may at Grandview’s option be deducted from any amounts or payments which may be or become due or payable to Fronteer hereunder or to Fronteer under the Joint Venture Agreement or may be credited against the Expenditures contemplated by Article 4 or at Grandview’s option may be recovered from Fronteer. The provisions hereof will not merge in the Joint Venture Agreement.

ARTICLE 4

PAYMENTS AND EXPENDITURES

4.01 Underlying Vendor Payments

          The parties acknowledge that in consideration of the grant of the Option, and as long as Grandview has not allowed the Option to lapse by Notice to Fronteer, Grandview will make the following cash payments to the Underlying Vendor:

(i)	$10,000 on signing this Agreement;
(ii)	$25,000 on or before July 11, 2006;
(iii)	$40,000 on or before July 11, 2007.

4.02 Option Expenditures

          In order to exercise the Option, Grandview acknowledges that it must incur Expenditures of not less than $300,000 on or before July 11, 2006.

4.03 Underlying Vendor Shares

          Fronteer Development Group Inc. hereby warrants and represents that is has delivered or will deliver, as the case may be, to the Underlying Vendor certificates representing the following number of common shares (such common shares being the balance of the 200,000 shares issuable under the Underlying Agreements):

(i)	20,000 common shares of Fronteer on signing this Agreement;
(ii)	20,000 common shares of Fronteer on July 11, 2006.

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ARTICLE 5 PERFORMANCE OF WORK

5.01 Standard of Care

          In exercising its rights under Section 3.02, Grandview shall keep the Property free from liens, maintain insurance with such limits and deductibles as would normally be maintained by a reasonably prudent operator in the circumstances, comply with all applicable laws, rules and regulations and carry out Operations in a good and workmanlike manner in accordance with generally accepted mining practice and, without limiting the generality of the foregoing, keep the site of any drilling and camp areas free from accumulation of waste materials, rubbish or garbage. The value of all work performed hereunder shall be recorded under applicable legislation for assessment credit against the Property to the greatest extent possible, except as the parties may otherwise agree.

5.02 Indemnification

          Grandview shall indemnify and hold harmless Fronteer and its directors, officers, employees, agents and representatives from and against all claims, debts, demands, suits, actions and causes of action whatsoever, and all losses, damages, fines, penalties, liabilities including without limitation environmental liabilities, costs and expenses (including legal expenses) whatsoever, which may be brought, made against, suffered or incurred by it arising out of or in connection with or in any way referable to, whether directly or indirectly, the entry on, presence on, or activities on the Property or the approaches thereto by Grandview or its servants or agents, including without limitation bodily injuries or death at any time resulting therefrom or damage to Property, unless due to the acts or omissions of Fronteer or its servants or agents.

5.03 Access to Property and Data

          Fronteer shall at all reasonable times have access to the Property and to the technical data pertaining to the Property on reasonable notice to Grandview, provided that Fronteer shall not interfere with Grandview’s operations hereunder. Grandview will provide summary reports to Fronteer on the results obtained from Operations within 30 days following each calendar month.

ARTICLE 6
VESTING OF INTEREST

6.01 Exercise of Option

          Upon Grandview making the payments referred to in Section 4.01 in favour of the Underlying Vendor and incurring the Expenditures referred to in Section 4.02 in each case in the time contemplated thereby, Grandview shall without any further payment or action be deemed to have exercised the Option and it will thereupon acquire and be deemed to have acquired and be vested with a 51% undivided right, title and interest in the Property free and clear of all liens, charges, encumbrances, security interests and adverse claims other than the Underlying Agreement and except for proportionate responsibility for the Underlying Royalties.

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ARTICLE 7
TERMINATION

7.01 Termination of Agreement

          This Agreement, except for Sections 5.02 and 7.02, shall forthwith terminate:

(a) upon Grandview giving written notice to Fronteer in accordance with Section 12.01;

(b) upon the failure of Grandview to incur any of the Expenditures referred to in Section 4.02 by the dates specified therein and Fronteer has given written notice to Grandview of the failure in accordance with Subsection 7.01(c) below; and

(c) upon the expiration of thirty (30) days after service of notice to Grandview in writing by Fronteer of a breach by Grandview of any condition or covenant herein contained to be observed or performed, if such breach has not theretofore been rectified.

7.02 Obligations of Grandview on Termination

          If this Agreement is terminated pursuant to Section 7.01, Grandview shall:

(a) leave in good standing for a period of at least 180 days from the date on which this Agreement is terminated under Section 7.01, those mineral claims comprised in the Property that are in good standing on the date hereof and any other mineral claims comprised in the Property that Grandview brings into good standing after the date hereof;

(b) within 90 days deliver to Fronteer copies of all of the technical reports, maps, plans, photographs and drill logs of Grandview relating to the Property, provided that Grandview does not make nor is required to make any representation or warranty concerning the accuracy or completeness thereof;

(c) within 180 days remove from the Property any machinery, buildings, structures, facilities, equipment and all other property of every nature and description erected, placed or situated thereon by Grandview; any property not so removed at the end of the 180 day period shall at the option of Fronteer become the property of Fronteer; and

(d) within 180 days leave the working and camp site in a clean and environmentally acceptable condition.

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ARTICLE 8
FORMATION OF JOINT VENTURE

8.01 Joint Venture

Upon Grandview incurring or causing to be incurred, the Expenditures referred to in Section 4.02, in the time contemplated thereby, and having exercised the Option, Grandview shall be vested with a 51% undivided interest in the Property pursuant to Section 6.01 as of the date (the “Vesting Date”) on which Grandview incurred the Expenditures referred to in Section 4.02 and Grandview and Fronteer shall have formed a joint venture and shall be be deemed to have associated themselves into a joint venture on the terms and conditions contained in the Joint Venture Agreement to be negotiated and entered into in good faith and on commercially reasonable terms (including those terms contained in this Agreement) by the parties including the following:

(a) Grandview shall prepare and provide to Fronteer a proposed Program and Budget, as (the “First Program and Budget”) within 90 days of the Vesting Date;

(b) Upon formation of the joint venture Grandview and Fronteer will be deemed to have contributed funds to an exploration program on the Property in the following amounts:

(i)	Grandview	$2,000,000
(ii)	Fronteer	$1,921,569

(c) The agreed value of Grandview's and Fronteer's respective initial contributions to the joint venture shall be those amounts contributed by them as outlined in subsection 8.01(b) above;

(d) The initial participating interest of each of Grandview and Fronteer under the Joint Venture Agreement shall be as follows:

(i)	Grandview	51%; and
(ii)	Fronteer	49%;

(e) The participating interests of each of Grandview and Fronteer shall be modified as follows:

(i)	as provided for in Section 8.02, upon an election by either Grandview or Fronteer to contribute less to the Program and Budget than the percentage reflected by such parties participating interest;
(ii)	as provided for in the Joint Venture Agreement, in the event of default by either Grandview or Fronteer in making its agreed upon contribution to the Program and Budget;
(iii)	the transfer by either Grandview or Fronteer of less that all of such parties participating interest in accordance with the Joint Venture Agreement;

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(iv)	the acquisition by either Grandview or Fronteer of less than all or part of the participating interest of the other party, however arising; or
(v)	as otherwise provided for in the Joint Venture Agreement.

(f) Fronteer shall, within sixty (60) days of receipt of the proposed First Program and Budget from Grandview, elect to either:

(i)	accept the proposed First Program and Budget, whereupon Fronteer and Grandview shall be deemed to have associated themselves into a joint venture on the terms and conditions contained in the Joint Venture Agreement to be negotiated and entered into in good faith and on commercially reasonable terms (including those terms contained in this Agreement) by the parties; or
(ii)	have its participating interest modified in accordance with subsection 8.01(e) hereof.

(g) If Grandview does not provide Fronteer with a proposed First Program and Budget within 90 days of the Vesting Date, then Fronteer may, at any time before Grandview provides a proposed First Program and Budget, prepare and provide to Grandview its own First Program and Budget (the “Fronteer Program and Budget”) after which:

(i)	unless Grandview approves the Fronteer Program and Budget and elects within sixty (60) days of receipt of the Fronteer Program and Budget to carry it out as Operator, Fronteer shall be entitled to become the Operator as if the Fronteer Program and Budget had been approved and accepted by Grandview; and
(ii)	Fronteer and Grandview shall be deemed to have associated themselves into the Joint Venture Agreement to be negotiated and entered into in good faith and on commercially reasonable terms (including those terms contained in this Agreement) by the parties provided that Fronteer shall be the Operator of the joint venture.

8.02 Reduction in Participating Interest

(a) Each of Grandview and Fronteer may elect to contribute to the Program and Budget in some lesser amount than their respective participating interest, or not to contribute at all. Each of Grandview and Fronteer shall have the right to elect to participate or not to participate without regard to its vote on the adoption of the Program and Budget. The participating interest of such diluting participant ( the "Diluting Participant") will be reduced effective as of the date the Program and Budget is commenced (the "Diluting Date");

(b) A Diluting Participant's participating interest will be provisionally recalculated effective as of the Diluting Date according to the following formula:

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R = REA (P) X 100%
REA (AP)

Where:
R =	The recalculated participating interest of the Diluting Participant.
REA(P) =	The Diluting Participant's equity account (as provided for in the Joint Venture Agreement) immediately prior to the Diluting Date, as adjusted for anticipated debits and credits based on the Program and Budget and Diluting Participant's election as to contributions.
REA(AP) =	The equity account balance (as provided for in the Joint Venture Agreement) for all participants immediately prior to the Diluting Date, as adjusted for anticipated debits and credits based on the Program and Budget and each party's elections as to contributions.

The participating interest of the non-diluting participant shall be increased by the amount of the reduction in the participating interest of the Diluting Participant. The recalculations made under this section will remain subject to any final adjustments to be provided for in subsection 8.02(c);

(c) At the end of each budgetary period, a final recalculation of each of the participant's participating interest shall be made, with the provisional recalculations made under subsection 8.02(b) adjusted to reflect actual debits, credits and contributions made during that period. A Diluting Participant shall retain all of its rights and all of its obligations (except as provided for I n subsection 8.02(b) above and such further provisions as may be found in the Joint Venture Agreement);

(d) Either participant that reduces its participating interest pursuant to this Section shall have the right to redeem its position if the actual costs are more than 20% below those set out in the Program and Budget to which such participant had limited its contributions. Otherwise the reduction is final. The Operator shall at least 20 days prior to the management committee meeting (such committee to be established by the Joint Venture Agreement) at which the next subsequent Program and Budget is to be adopted, provide the reducing party a complete statement of costs incurred to date and an estimate of costs to be incurred to complete the Program and Budget to which the reducing party did not contribute. If the reducing party has the right to redeem its position as set out herein and wishes to exercise said right then the reducing party shall inform the other party prior to the said meeting of the management committee. A party redeeming its participating interest shall pay the costs it would have paid had it participated to the fullest extent possible in the Program and Budget, plus interest thereon from the date of any expenditure to the date of payment at an annual rate equal to the Prime Rate plus 2%. Payment shall be made by the redeeming party to the other part for the amount which the other party contributed to the Program and Budget, within 30 days of receipt from the other party of an invoice for its share; and

(e) If either party's participating interest falls below 10%, then that party's interest will automatically and instantaneously be converted into a 10% net profit royalty. [Schedule "C"]

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ARTICLE 9
TRANSFER OF INTEREST

9.01 General

          Prior to the formation of the Joint Venture, each party shall have the right to Transfer to any third party all of its Interest solely as provided in this Article 9.

9.02 Limitations on Free Transferability

The Transfer right of a party in Section 9.01 shall be subject to the following terms and conditions:

(a) no transferee of all or any part of the Interest of a party shall have any rights hereunder unless and until the transferring party has provided to the other party notice of the Transfer as required by Section 9.03, and the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring party;

(b) no transfer permitted by this Article 9 shall relieve the transferring party of any liability, whether accruing before or after such Transfer, which arises herein prior to such Transfer;

(c) if the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of the Interest of a party to secure a loan or other indebtedness, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other party hereunder. Upon any foreclosure or other enforcement of rights in the security interest, the acquiring third party shall be deemed to have assumed the position of the encumbering party with respect to this Agreement and the other party, and it shall comply with and be bound by the terms and conditions of this Agreement.

9.03 Pre-Emptive Right

          Except as otherwise provided in Section 9.04, if either party (the “Selling Party”) desires to Transfer all or any part of its Interest, the other party (the “Remaining Party”) shall have a pre-emptive right to acquire such Interest as provided in this Section 9.03:

(a) if the Selling Party intends to Transfer all of its Interest, it shall promptly notify the Remaining Party of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party shall have 30 days from the date such notice is delivered to notify the Selling Party whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currency, and on the same terms and conditions as set forth in the notice. If the Remaining Party so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling Party;

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(b) if the Remaining Party does not so elect within the period provided for in Section 9.03(a), the Selling Party shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party in the notice required in Section 9.03(a); and

(c) if the Selling Party fails to consummate the Transfer to a third party within the period set forth in Section 9.03(b), the pre-emptive right of the Remaining Party in such offered Interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest shall be conducted in accordance with all of the procedures set forth in this Section 9.03.

9.04 Exception to Pre-Emptive Right

          Section 9.03 shall not apply to the following:

(a) transfer by any party of all of its Interest to an Affiliate;

(b) corporate consolidation, merger, amalgamation or reorganization of or by any party by which the surviving entity shall possess substantially all of the stock, or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of the party;

(c) the grant by any party of a security interest in its Interest by mortgage, deed of trust, pledge, lien or other encumbrance and any Transfer of such interest by reasons of exercise of the rights granted to the secured party;

(d) the grant by the parties of an option to a third party as contemplated by Article 11 hereof.

- 16 -

ARTICLE 10
CONFIDENTIALITY

10.01 General

          The financial terms of this Agreement and all information obtained in connection with the performance of this Agreement shall be the exclusive property of the parties and, except as provided in Section 10.02, shall not be disclosed by Fronteer or Grandview to any third party or the public without the prior written consent of the other party, which consent shall not be unreasonably withheld. Whenever practical, any announcements, press releases, or public statements shall be issued jointly by the parties. Each party agrees to promptly review any proposed request for disclosure or press release made by the other party.

10.02 Exceptions

          The consent required by Section 10.01 shall not apply to a disclosure:

(a) to an Affiliate, consultant, contractor or subcontractor, banker, insurance broker, or surety that has a bona fide need to be informed;

(b) to any third party to whom the disclosing party contemplates assigning any portion of its Interest;

(c) to a governmental agency or to the public which the disclosing party believes in good faith is required by pertinent law or regulation or the rules of any stock exchange; and

(d) in connection with due diligence being required by an agent for a placement or issuance of securities by either party.

In any case to which this Section 10.02 is applicable, the disclosing party shall give notice to the other party prior to making such disclosure. The text of any public announcements or statements including news releases which a party intends to make pursuant to this Section 10.02 shall be made available to the other party prior to publication and such other party shall have the right to make suggestions for changes therein. Unless required by law or regulatory authority, if a party is identified in such public announcement or statement it shall not be released without the consent of such party. As to any disclosure pursuant to Section 10.02(a) or 10.02(b), only such confidential information as such third party shall have a legitimate business need to know shall be disclosed and such third party shall first agree in writing to protect the confidential information from further disclosure to the same extent as the parties are obligated under this Article 10.

- 17 -

ARTICLE 11
GENERAL PROVISIONS

11.01 Notice

          Any notice or communication required or permitted to be given to any party under this Agreement shall be in writing and may be given by hand delivery to the party or sent by facsimile or by mailing the same by prepaid registered mail, return receipt requested, addressed as follows:

If to Fronteer:

FRONTEER DEVELOPMENT GROUP INC.

1066 West Hastings Street, Suite 1640

Vancouver, British Columbia, V6E 3X1

Attention: Mark O’Dea, President

Facsimile: (604) 632-4766

With a copy to:

VECTOR CORPORATE FINANCE LAWYERS

1040-999 West Hastings Street

Vancouver, BC, V6C 2W2

Attention: Stewart Lockwood

Facsimile: (604) 683-2643

If to Grandview:

GRANDVIEW GOLD INC.

220 Bay St, Suite 1410

Toronto, Ontario M5J 2W4

Attention: Raymond P. Pecoskie, President

Facsimile: (647) 477-2389

With a copy to:

WEIR FOULDS LLP

The Exchange Tower

Suite 1600, PO Box 480

130 King St. W.

Toronto, Ontario M5X 1J5

Attention: Wayne T. Egan

Facsimile: (416) 947-5088

Any notice or communication sent by registered mail shall be deemed to have been given and received five (5) days after the date of registration in Canada. Any notice or communication sent by facsimile shall be deemed to have been given one (1) day after such notice or communication was sent by the notifying party. Any notice or communication hand delivered shall be deemed to have

- 18 -

been given and received on the date of delivery. Any party may change his address for service at any time by notice in writing given as aforesaid to each other party hereto.

11.02 Force Majeure

          Except for the obligation to make payments when due hereunder, the obligations of a party shall be suspended to the extent and for the period that performance is prevented by any cause, whether foreseeable or unforeseeable, beyond its reasonable control, including without limitation, labour disputes (however arising and whether or not employee demands are reasonable or within the power of the party to grant); acts of God; laws, regulations, orders, proclamations, instructions or requests of any government or governmental entity; judgments or orders of any court; inability to obtain on reasonable acceptable terms any public or private license, permit or other authorization; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of federal, provincial or local environmental standards; acts of war or conditions arising out of or attributable to war, whether declared or undeclared; riot, civil strife, insurrection or rebellion; interference by environmentalists, Natives or Native rights groups or other activists; fire, explosion, earthquake, mudslide, storm, flood, avalanche, sink holes, volcanic eruption, drought or other adverse weather conditions; delay or failure by suppliers or transporters of materials, parts, supplies, services or equipment or by contractors’ or subcontractors; shortage of, or inability to obtain, labour, transportation, materials, machinery, equipment, supplies, utilities or services; accidents; breakdown of equipment, machinery or facilities; or any other cause whether similar or dissimilar to the foregoing. The affected party shall promptly give notice to the other party of the suspension of performance, stating therein the nature of the suspension, the reasons therefor, and the expected duration thereof. The affected party shall resume performance as soon as reasonably possible.

11.03 Further Assurances

          Each of the parties agrees that it shall take from time to time such actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement.

11.04 Enurement

          This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns.

11.05 Other Business Opportunities

          Except as expressly provided in this Agreement, each party shall have the right independently to engage in and receive full benefits from business activities, whether or not competitive with the Operations, without consulting the other. The doctrines of “corporate opportunity” or “business opportunity” shall not be applied to any other activity, venture, or operation of any party and no party shall have any obligation to the other with respect to any opportunity to acquire any property outside the Area of Interest during the term of this Agreement.

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11.06 No Partnership

          Nothing contained in this Agreement shall be deemed to constitute either party, the partner of the other, nor, except as otherwise herein expressly provided, to constitute either party the agent or legal representative of the other, nor to create any fiduciary relationship between them. It is not the intention of the parties to create, nor shall this Agreement be construed to create, any mining, commercial or other partnership. Neither of the parties shall have any authority to act for or to assume any obligation or responsibility on behalf of the other, except as otherwise expressly provided herein. The rights, duties, obligations and liabilities of the parties shall be several and not joint or collective. Each party shall be responsible only for its obligations as herein set out and shall be liable only for its share of the costs and expenses as provided herein, it being the express purpose and intention of the parties that their ownership of Assets and rights acquired hereunder shall be as tenants-in-common.

11.07 Effect on Letter of Intent

          Grandview and Fronteer acknowledge and agree that this Agreement supersedes the Letter Agreement in so far as the Letter of Intent sets out the rights and obligations of each of Grandview and Fronteer to each other, but that the Letter of Intent shall continue in full force and effect in so far as it relates to the rights of Grandview and Fronteer on the one hand and Perry V. English on the other hand.

          IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

FRONTEER DEVELOPMENT GROUP

INC.

By: ______________________________

                 Mark O'Dea, President

GRANDVIEW GOLD INC.

By: ______________________________

        Raymond P. Pecoskie, President

Schedule "A"

Claim Listings

Dixie Lake Property

CLAIM NUMBER	CLAIM NUMBER
1023078	1056800
1023080	1056801
1023082	1056802
1023083	1056890
1023085	1056891
1023098	1056892
1023099	1143990
1023100	1144357
1023101	1184323
1023102	1184341
1023103	1209776
1023105	1209777
1023108	1209778
1023109	1209780
1023111	1209787
1023124	1209788
1023127	1234465
1056792	1244645
1056793	1244670
1056794	3001770
1056795	3001771
1056796	3001791
1056797	3001792
1056798	3001793
1056799	3001795

EX-3.9

EX-3.10

EX-3.11

Gem Property Option Agreement – September 30, 2005 Page 1 of 6

GEM PROPERTY OPTION AGREEMENT

THIS AGREEMENT dated effective the 30th day of September, 2005.

BETWEEN:	MARUM RESOURCES INC., a body incorporated pursuant to the laws of Alberta and having an office at Suite 400, 606 4th Street SW, Calgary, Alberta, T2P 1T1. Fax: 403-243-9517 Email: rickboulay@shaw.ca
	(“Marum”)
	OF THE FIRST PART
	AND: GRANDVIEW GOLD INC., a body incorporated pursuant to the laws of Ontario and having an office at 360 Bay Street, Suite 500, Toronto, Ontario, M5H 2V6 Fax: 647-477-2389 Email: rpecoskie@grandviewgold.com
	(“Grandview”)
	OF THE SECOND PART

W H E R E A S:

A.	Marum is the recorded owner of a 100% interest in 7 claims (the “Gem Property”) recorded by the Director of Mines of the Province of Manitoba (the “Government”), totaling approximately 1,594 hectares situated in Southeast Manitoba, more particularly described in Annexure “A” attached hereto.
B.	Marum has agreed to grant Grandview the option to acquire a 50% undivided interest in the Gem Property. (The Gem Property is also referred to herein as the “Property”).

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and subject to the terms and conditions hereafter set out, the parties hereto (the “Parties”) agree as follows:

1. GRANT OF OPTION

1.1. Marum, in consideration of the sum of $10, the receipt and sufficiency of which is hereby acknowledged, hereby grants to Grandview the exclusive right and option (the “Option”) to acquire a 50% undivided recorded and beneficial interest in and to the Property by:

Gem Property Option Agreement – September 30, 2005 Page 2 of 6

	(a)	performing $250,000 (two hundred and fifty thousand dollars) in exploration work on the Property, at a cumulative rate of $125,000 by September 30, 2006 and $250,000 by September 30, 2007, such work to include a high- resolution aeromagnetic survey with a maximum 50- metre line spacing to be completed by March 31, 2006, and
	(c)	by filing with the Government the assessment work required to keep the Property in good standing so long as this agreement shall remain in force.
1.2.	Upon completion of a total of $250,000 in exploration work on the Property and by filing all of the required Assessment Work in the time periods provided in Paragraph 1.1 above, Grandview shall be deemed to have acquired a 50% undivided recorded and beneficial interest in and to the Property.
1.3.	If Grandview fails to incur and file all Assessment Work in the time periods provided in Paragraph 1.1. above, and/or does not perform the aeromagnetic survey as specified in Paragraph 1.1 above, and/or if this Option Agreement is terminated in accordance with Paragraph 8 herein, Grandview shall not be deemed to have acquired any interest in the Property and shall not have returned to it, or be compensated for, any fees already paid or Assessment Work already incurred at the termination of this Option Agreement.

2.  ROYALTIES
	There shall be no provision for the payment of any royalties.
3. TRANSFER OF THE GEM PROPERTY INTEREST TO GRANDVIEW
3.1	Marum shall transfer to Grandview title to a 50% interest in the Property according to the laws of Manitoba, within 30 days of receiving notice that Grandview exercises its Option and that it had fulfilled the obligations set out in section 1.1 herein.
4. WARRANTIES
	The Parties warrant:

(a)	that they are valid and subsisting corporations, duly incorporated and in good standing under the laws of Alberta, Canada (Marum) and Ontario, Canada (Grandview);
(b)	that the entering into of this Option Agreement does not and will not conflict with, and does not and will not result in a breach of the terms of their respective incorporating documents or of any respective shareholder’s or director’s resolution or indenture;

Gem Property Option Agreement – September 30, 2005 Page 3 of 6

	(c)	that this Option Agreement has been authorized by all necessary corporate action on their respective parts.
5. CONDUCTING OF EXPLORATION PROGRAM
5.1.	During the currency of this Option Agreement, Grandview shall:
	(a)	Keep the Property in good standing;
	(b)	Keep the Property clear of liens and other charges arising from its operations, and keep Marum indemnified in respect thereof (such indemnity to survive the termination of this Option Agreement);
	(c)	Carry on all operations on the Property in good and workman- like manner and in compliance with all applicable governmental regulations and restrictions; and
	(d)	Indemnify and save harmless Marum in respect of Grandview’s activities relating to the Property (such indemnity to survive the termination of this Option Agreement).
5.2	During the Option period and thereafter Grandview shall be solely responsible for the costs of fulfilling the obligations imposed by Paragraph 1.1., 5.1. and 8.1. herein, for the funding of all exploration (including Assessment Work), development and mining programs on the Property and for all other costs related to the Property.
5.3	Grandview shall be the operator of the property until such time as it has earned its 50% interest. Thereafter, the parties shall enter into a industry standard joint venture agreement.
6. SALE, TRANSFER OR ASSIGNMENT OF INTEREST
	Grandview shall not sell, transfer or assign its interest, or part of its interest, under this Option Agreement to any outside party unless it delivers to Marum a written agreement under which the outside party agrees to be bound by the terms of this Option Agreement.
7.  INFORMATION
	During the Option period Grandview shall:
7.1.	Review its exploration results and budgets with Marum at semi-annual   information meetings or by document or electronic communication.
7.2.	Allow Marum, and/or its representative(s), duly authorized in writing for that purpose, at the sole risk and expense of Marum, access to the Property at all reasonable times and to all records prepared by Grandview in connection with work done on or with respect to the Property, provided

Gem Property Option Agreement – September 30, 2005 Page 4 of 6

	Marum shall not, without the prior written consent of Grandview, disclose any information obtained by it or communicated to it, to any third party.
8. TERMINATION
8.1.	Grandview may terminate this Option provided that it has given Marum 30 days written notice of such termination, provided that Grandview shall remain responsible for all its unpaid expenses and unresolved issues relating to the Property and provided that Grandview has filed with Government assessment reports for all work conducted on the Property during the period of the Option.
8.2	This Option Agreement may be terminated by Marum if Grandview is in material default of its obligations under this Option Agreement, provided that at least thirty (30) days’ written notice of default is given by Marum and suc h default is not remedied within those 60 days of Marum giving notice to Grandview.
8.4	Upon termination of the Option Grandview shall provide Marum with copies of all of Grandview’s reports, data and other materials relating to the Property.
9. NOTICE
9.1.	Any notice required or permitted hereunder shall be in writing and sent by delivery, facsimile transmission, or prepaid registered mail and deposited in a post office of Canada addressed to the Party entitled to receive the same, or delivered to such Party at the address specified above, or to such other address as either Party may give to the other for that purpose.
9.2.	The date of receipt of any notice, demand or other communication hereunder will be the date of delivery if delivered, the date of transmission if sent by facsimile, or, if given by registered mail as aforesaid, will be the seventh day after the same will have been so mailed, except in the case of interruption of postal services for any reason whatsoever, in which case the date of receipt will be the date on which the notice, demand or other communication is actually received by the addressee.
10. GENERAL
10.1.	Titles and numbers of Paragraphs in this Option Agreement are used for convenience only and shall not be construed as being part of the text thereof
10.2.	No Area of Interest outside the Property is established by this Option Agreement.
10.3	The Parties will each do such further and other things and execute such further documents as may be required to give effect to the full intent of this Option Agreement.

Gem Property Option Agreement – September 30, 2005 Page 5 of 6

10.4.	This Option Agreement will supersede and replace any other agreement or arrangement, whether oral or written, heretofore existing between the Parties in respect of the subject matter of this Option Agreement.
10.5	This Option Agreement will enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
10.6.	Time will be of the essence in the performance of this Option Agreement.
10.7.	This Option Agreement shall be governed by the laws of the Province of Manitoba, Canada and the Parties irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Manitoba, Canada.

WITNESS THE RESPECTIVE CORPORATE SEALS OF THE PARTIES HERETO DULY ATTESTED BY THEIR RESPECTIVE AUTHORIZED OFFICERS IN THAT BEHALF as of and from the date first above written.

GRANDVIEW GOLD INC.	MARUM RESOURCES INC.
Per: ____________________________________	Per: ____________________________________
Raymond Pecoskie, President	Richard A. Boulay, President

Gem Property Option Agreement – September 30, 2005 Page 6 of 6

ANNEXURE “A”

REFERRED TO IN THE GEM PROPERTY OPTION AGREEMENT DATED EFFECTIVE THE 29^{T H} DAY OF SEPTEMBER 2005, BETWEEN MARUM RESOURCES INC. AND GRANDVIEW GOLD INC.

Schedule of Claims

EX-3.12

CONSULTING CONTRACT AGREEMENT

THIS AGREEMENT is made as of this 1st day of August, 2005,

B E T W E E N:

GRANDVIEW GOLD INC., a corporation incorporated under the laws of the province of Ontario, Canada (hereafter called “GGI”),
                                                                       - and
MICHAEL A. DEHN, of the Town of Oakville, Ontario (hereafter as “DEHN ”).

RECITALS:

A.	GGI is engaged in developing gold exploration properties in Canada and on the Carlin Trend in Nevada, USA. GGI will also be focused on promoting investment in GGI common shares throughout North America and Europe as well as seeking out Joint Venture Partners to share participation in GGI’s gold exploration and mining projects.
B.	GGI desires DEHN to enter into a contract with GGI for the period provided in this Agreement in accordance with the terms and conditions set forth below.
C.	DEHN is willing to accept a contract with GGI on the basis of such terms and conditions.

          NOW THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration (the receipt and sufficiency whereof is hereby acknowledged), the parties covenant and agree as follows:

1.	Consulting Contract
	GGI hereby employs DEHN and its consulting services and DEHN hereby accepts this consulting contract with GGI, for the period set forth in Section 2 hereof, all upon the terms and conditions hereinafter set forth.
2.	Term of Consulting Contract
	Unless earlier terminated as hereinafter provided, the term of the subject consulting contract under this Agreement shall be for a period beginning August 1, 2005 (the “Contract Date”) and ending May 31, 2006 (such period referred to as the “Initial Year”). Unless earlier terminated as hereinafter provided, the term of the Contract under this Agreement shall be automatically extended on a year-to-year basis (June 1 through May 31 of each successive year) (such one-year periods referred to as “Additional Years”) upon the expiration of the Initial Year or any Additional Year, unless prior to the commencement of a 90-day period expiring at the end of the Initial Year or any Additional Year, GGI or DEHN shall have given written notice to the other stating that the term of this Agreement shall not be extended. For purposes of this Agreement, the term “Contract Year” shall mean the Initial Year and all Additional Years occurring while this Agreement remains in effect.
3.	Duties and Responsibilities
	DEHN shall provide strategic business development contract services to GGI and shall faithfully and competently perform such contract services, duties and responsibilities as the Board of Directors of GGI (the “Board of Directors”) may from time to time prescribe.
	DEHN’s contractual responsibilities shall include but shall not be limited to providing geological management and leadership specifically focused on all exploration activities related to GGI’s properties in the Red Lake and Bissett Gold Camps located in Northwestern Ontario and Northeast Manitoba respectively. DEHN agrees herein to provide consulting services on the basis of an average minimum of 80 hours per month.

4.	Compensation
	As compensation for the satisfactory performance by DEHN of the services to be delivered by DEHN hereunder, DEHN will be entitled to the following:

(a)	a monthly contract fee (“Contract Fee”) for consulting as set out in Section 5 hereof;
(b)	a performance Incentive (“Performance Incentive”) for financings as set out in Section 6 hereof; and

5.	Contract Fee
	GGI shall pay DEHN a contract fee (the “Contract Fee”) with respect to each Contract Year. The Contract Fee for the initial Contract Year shall be CDN$72,000.00 The Contract Fee for each subsequent year shall be established by the Compensation Committee of the Board of Directors not less than 90 days prior to the commencement of the Contract Year.
	The Contract Fee shall be paid in accordance with the following agreed schedule:

(a) CDN$6,000 per month plus GST; payable monthly on the 25^th day of each month.

6.	Performance Incentive
	DEHN shall be entitled an option agreement with the company granting an initial performance incentive option to purchase 150,000 common shares of the company exercisable at $1.30 per share and vesting quarterly over the initial 12 month contract term.
	DEHN shall also be entitled to an additional 10,000 options or optionally $10,000 as a cash bonus payment in return for strategic contributions in the process of achieving a letter of intent with Golden Pocket Resources Ltd. and signed by Irwin Pauls.
7.	Monthly Expense Compensation
	GGI shall reimburse DEHN for such monthly business related expenses as:

a)	monthly business related marketing travel expenses
b)	monthly cell and/or blackberry expense
c)	monthly parking and gas expenses
d)	monthly field vehicle lease expense - $500.00
e)	monthly hardware & software lease expense amortized over 12 months- $1,800.00

8. Termination of the Agreement

	(a) By GGI for any reason: This agreement may be terminated by GGI at any time by providing notice that the agreement is terminated effective immediately and by payment to DEHN of an amount equal to the Contract Fee for three (3) months from the date of termination, calculated at the rate of the then current Contract Year, payable in one lump sum on the date of termination.
	(b) By DEHN for good reason: This agreement may be terminated by DEHN for good reason if, without its consent, there is (i) a material reduction in the duties and responsibilities of DEHN as outlined in Section 3 hereof, or (ii) a material reduction of the Contract Fee from the first year of the Initial Two Years, or (iii) breach by GGI of any material provision of this agreement without the breach being remedied within 30 days after notice thereof has been received by GGI. Upon such termination, GGI shall pay to DEHN an amount equal to the Contract Fee for one (1) month from the date of termination, calculated at the rate of the then current Contract Year, payable in one lump sum on the date of termination.
	(c) By DEHN for any reason: This agreement may be terminated by DEHN at any time and for any reason by providing 30 days’ notice to the Board.
	(d) DEHN’s entitlement: If DEHN is terminated by GGI or if DEHN terminates the agreement for any reason including good reason, in addition to the termination payment provided for in Section 8(a) or (b) respectively, DEHN shall be entitled to purchase any or all vested options of GGI, as set out in Section 6 hereof, and the said options shall be exercisable by DEHN within 30 days thereafter.
9.	Notices
	Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and either delivered in person or sent by first class mail, postage prepaid, if to GGI, at GGI’s principal place of business, and if to DEHN, at DEHN’s address most recently filed with GGI, or to such other address or addresses as either party shall have designated in writing to the other party hereto.
10.	Governing Laws
	This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Ontario.
11.	Entire Agreement; Modifications
	This Agreement and the Schedule thereto constitute the entire and final expression of the agreement of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, oral and written, between the parties hereto with respect to the subject matter hereof and thereof. This Agreement may be modified or amended only by an instrument in writing signed by both parties hereto.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of this __________ day of August, 2005.

WITNESS: ________________________________

GRANDVIEW GOLD INC.	MICHAEL A. DEHN.
By: _____________________________________	By: _____________________________________
Raymond P. Pecoskie, President & CEO	Michael A. Dehn

EX-3.13

EX-3.14

EX-5.1

INCENTIVE STOCK OPTION PLAN

STOCK OPTION PLAN

WHEREAS the Board (as defined below) has decided it to be in the best interest of GRANDVIEW GOLD INC. (the "Corporation") to implement a stock option plan (the "2004 Plan") as a "rolling" plan and to establish the number of shares reserved for issuance following the due exercise of Options (as defined below) under the 2004 Plan as 10% of the issued and outstanding Shares in the capital of the Corporation from time to time.

ARTICLE I
DEFINITIONS AND INTERPRETATION

1.1 Definitions. Where used in this 2004 Plan, unless there is something in the subject matter or context inconsistent therewith, the following terms will have the meanings set forth below:

(a) "2004 Plan" means the Corporation's 2004 Stock Option Plan as approved by the shareholders of Grandview Gold Inc. on March 26, 2004.

(b) "Administrator" means, initially, the President or Secretary of the Corporation and thereafter will mean such director or other senior officer or employee of the Corporation or a duly appointed committee thereof as may be designated as Administrator by the Board from time to time.

(c) "Affiliate" has the meaning ascribed to it in Ontario Securities Commission Rule 45-105, as amended from time to time.

(d) "Associate" has the meaning ascribed to it in Ontario Securities Commission Rule 45-105, as amended from time to time.

(e) "Board" means the board of directors of the Corporation, or any duly appointed committee thereof to which the board of directors of the Corporation has delegated the power to administer and grant Options under this 2004 Plan, as constituted from time to time.

(f) "Cause" means:

(i)	"cause" as such term is defined in the written employment agreement between the Corporation and the Employee; or
(ii)	in the event there is no written employment agreement between the Corporation and the Employee or "cause" is not defined in the written employment agreement between the Corporation and the Employee, the usual meaning of cause under the laws of Ontario.

(g) "CNQ" means Canadian Trading and Quotation System Inc.

(h) "Corporation" unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association, or other entity other than an individual.

2

(i) "Consultant" means an individual or a Corporation of which the said individual is an employee, shareholder or partner, other than an Employee or Director of the Corporation, who:

(i) is engaged to provide on a ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to an Affiliate of the Corporation, other than services provided in relation to a distribution of the Corporation's securities;

(ii) provides the services under a written contract between the Corporation or the Affiliate and the individual or the Consultant's Corporation;

(iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the business and affairs of the Corporation or an Affiliate of the Corporation; and

(iv) has a relationship with the Corporation or an Affiliate of the Corporation that enables the individual to be knowledgeable about the business and affairs of the Corporation.

(j) "Corporation" means Grandview Gold Inc.

(k) "Directors" means directors, senior officers and Management Corporation Employees of the Corporation or an Affiliate of the Corporation to whom stock options may be granted in reliance on a prospectus exemption under applicable Securities Laws.

(l) "Discounted Market Price" means the greater of the closing market price of the underlying securities on (a) the trading day prior to the date of grant of the Option; and (b) the date of grant of the Option.

(m) "disinterested Shareholder approval" means approval by a majority of the votes cast by all shareholders of the Corporation at a duly called and held meeting of shareholders of the Corporation, excluding votes attaching to Shares beneficially owned by:

(i)	Insiders to whom Options may be granted under this 2004 Plan; and
(ii)	Associates of Persons referred to in (m)(i) above.

(n) "Effective Date" means the effective date of this 2004 Plan being October 1, 2004.

(o) "Employee" means an individual who:

(i)	is considered an employee of the Corporation or a subsidiary of the Corporation under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and CPP deductions must be made at source); or
(ii)	works full-time for the Corporation or a subsidiary of the Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a subsidiary of the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or

3

(iii) works for the Corporation or a subsidiary of the Corporation on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a subsidiary of the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source.

(p) "Exercise Notice" means the notice respecting the exercise of an Option, in the form set out in Exhibit "I" of the Option Agreement, duly executed by the Option Holder.

(q) "Exercise Period" means the period during which a particular Option may be exercised and, subject to earlier termination in accordance with the terms hereof, is the period from and including the Grant Date through to and including the Expiry Date.

(r) "Exercise Price" means the price per Share at which Shares may be purchased under an Option duly granted under this 2004 Plan as determined in accordance with Section 3.5 of this 2004 Plan and, if applicable, adjusted in accordance with Section 3.8 of this 2004 Plan.

(s) "Existing Options" has the meaning given in Section 3.2 of this 2004 Plan.

(t) "Expiry Date" means the date determined in accordance with Section 3.3 of this 2004 Plan and after which a particular Option cannot be exercised and is deemed to be null and void and of no further force or effect.

(u) "Grant Date" means the date on which the Board grants a particular Option.

(v) "Insider" means:

(i) a director or senior officer of the Corporation;

(ii) a director or senior officer of a Corporation that is an Insider or subsidiary of the Corporation;

(iii) a Person that beneficially owns or controls, directly or indirectly, Voting Shares carrying more than 10% of the voting rights attached to all Voting Shares of the Corporation; or

(iv) the Corporation itself if it holds any of its own securities.

(w) "Investor Relations Activities" has the meaning given to it in Policy 1 of the CNQ Issuer Policies and Procedures.

(x) "Limit" shall have the meaning ascribed thereto in Section 3.2 of this 2004 Plan.

(y) "Market Price" means the last closing price of the Corporation's Shares before the issuance of the required news release disclosing the grant of an Option.

(z) "Management Corporation Employees" means an individual employed by a Person providing management services to the Corporation which are required for the on-going successful operation of the business enterprise of the Corporation, but excluding a Person engaged in Investor Relations Activities.

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(aa) "OBCA" means the Business Corporations Act (Ontario), as amended from time to time.

(bb) "Option" means an option to acquire Shares granted to a Director, Employee or Consultant pursuant to this 2004 Plan.

(cc) "Option Agreement" means an agreement, in the form substantially similar as that set out in Schedule "A" hereto, evidencing an Option granted under this 2004 Plan.

(dd) "Option Holder" means a Director, Employee or Consultant or former Director, Employee or Consultant, to whom an Option has been granted and who continues to hold an unexercised and unexpired Option or, where applicable, the Personal Representative of such person.

(ee) "Plan" means this stock option plan as may be amended from time to time.

(ff) "Person" means a Corporation or an individual.

(gg) "Personal Representative" means:

(i)	in the case of a deceased Option Holder, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and
(ii)	in the case of an Option Holder who, for any reason, is unable to manage his or her affairs, the person entitled by law to act on behalf of such Option Holder.

(hh) "Regulatory Authorities" means all stock exchanges and other organized trading facilities on which the Corporation's Shares are listed and all securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation.

(ii) "Re-Organization Event" has the meaning given in Section 3.8 of this 2004 Plan.

(jj) "Securities Laws" means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Corporation or to which it is subject.

(kk) "Share" or "Shares" means, as the case may be, one or more common shares without par value in the capital stock of the Corporation as constituted on the Effective Date or, in the event of an adjustment contemplated by Section 3.8 of this 2004 Plan, such other shares or securities to which an Option Holder may be entitled upon the due exercise of an Option as a result of such adjustment.

(ll) "Share Compensation Arrangement" means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism of the Corporation involving the issuance or potential issuance of Shares to one or more Directors, Employees or Consultants, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise.

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(mm) "Termination Date" means:

(i) in the case of the resignation of the Option Holder as an Employee of the Corporation, the date that the Option Holder provides notice of his or her resignation as an Employee of the Corporation to the Corporation; or

(ii) in the case of the termination of the Option Holder as an Employee of the Corporation by the Corporation for any reason other than death, the effective date of termination set out in the Corporation's notice of termination of the Option Holder as an Employee of the Corporation to the Option Holder; or

(iii) in the case of the termination of the written contract of the Option Holder to provide consulting services or Investor Relations Activities to the Corporation, the effective date of termination set out in any notice provided by one of the parties to the written contract to the other party; or

(iv) the effective date of termination of a Director, Employee or Consultant pursuant to an order made by any Regulatory Authority having jurisdiction to so order.

(nn) "CNQ Issuer" has the meaning ascribed thereto in Policy 1 of the CNQ Issuer Policies and Procedures.

(oo) "Voting Share" means a security of the Corporation that:

(i)	is not a debt security; and
(ii)	carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

1.2 Choice of Law. This 2004 Plan is established under and the provisions of this 2004 Plan will be subject to and interpreted and construed in accordance with the laws of the Province of Ontario.

1.3 Headings. The headings used herein are for convenience only and are not to affect the interpretation of this 2004 Plan.

ARTICLE II
PURPOSE AND PARTICIPATION

2.1 Purpose. The purpose of this 2004 Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Directors, Employees and Consultants, to reward such of those Directors, Employees and Consultants as may be granted Options under this 2004 Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Directors, Employees and Consultants to acquire Shares as long term investments and proprietary interests in the Corporation.

2.2 Participation. The Board will, from time to time and in its sole discretion, determine those Directors, Employees and Consultants (and, when applicable, to a Corporation wholly owned by any such Director or Employee), if any, to whom Options are to be granted. The Board may only grant options to an Employee, Consultant or Management Corporation Employee if such Employee, Consultant or Management Corporation Employee is a bona fide Employee, Consultant or Management Corporation Employee of the Corporation or a

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subsidiary of the Corporation, as the case may be. The Board may, in its sole discretion, grant the majority of the Options to Insiders of the Corporation. However, in no case will the issuance of Shares upon the due exercise of Options granted under this 2004 Plan, or in any proposed or previously existing Share Compensation Arrangement, result in (in each case, as determined on the Grant Date):

(a) the number of Shares reserved for issuance pursuant to Options granted to Insiders exceeding 10% of the Corporation's issued and outstanding Shares;

(b) the grant to Insiders, within any twelve-month period, of Options reserving for issuance a number of Shares exceeding in the aggregate 10% of the Corporation's issued and outstanding Shares;

(c) the grant to any one individual, within any twelve-month period, Options reserving for issuance a number of Shares exceeding in the aggregate 5% of the Corporation's issued and outstanding Shares;

(d) the grant to all persons engaged by the Corporation to provide Investor Relations Activities, within any twelve-month period, of Options reserving for issuance a number of Shares exceeding in the aggregate 1% of the Corporation's outstanding number of listed securities;

(e) the grant to any one Consultant, in any twelve-month period, of Options reserving for issuance a number of Shares exceeding in the aggregate 2% of the Corporation's issued and outstanding Shares.

2.3 Notification of Grant. Following the approval by the Board of the granting of an Option, the Administrator will notify the Option Holder in writing of the award and will enclose with such notice the Option Agreement representing the Option so granted.

2.4 Copy of Plan. Each Option Holder, concurrently with the notice of the award of the Option, will, upon written request, be provided with a copy of this 2004 Plan and a copy of any amendment to this 2004 Plan will be promptly provided by the Administrator to each Option Holder.

2.5 Limitation. This 2004 Plan does not give any Option Holder that is a Director the right to serve or continue to serve as a Director of the Corporation, does not give any Option Holder that is an Employee the right to be or to continue to be employed by the Corporation and does not give any Option Holder that is a Consultant the right to be or continue to be retained or engaged by the Corporation as a consultant for the Corporation.

2.6 Filing Requirements. Each Option Holder, as a pre-condition of any grant of Options under this 2004 Plan, shall execute and deliver to the Corporation all forms and documents required to be filed with any Regulatory Authority or under Securities Laws including, without limitation:

(a) if an Option Holder is a new Insider or is engaged to provide Investor Relations Activities, a Personal Information Form (CNQ Form 3); and

(b) any other forms or documents as may be required by the Corporation based on the advice of its counsel.

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ARTICLE III
TERMS AND CONDITIONS OF OPTIONS

3.1 Board to Issue Shares. The Shares to be issued to Option Holders upon the exercise of Options will be previously authorized but unissued Shares in the capital stock of the Corporation.

3.2 Number of Shares Reserved. Subject to adjustment as provided for in Section 3.8 of this 2004 Plan and any subsequent amendment to this 2004 Plan, the number of Shares reserved for issuance and which will be available for purchase pursuant to Options granted under this 2004 Plan will not exceed that number (the "Limit") which represents 10% of the issued and outstanding Shares in the capital of the Corporation from time to time. If any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares in respect of which Option expired or terminated, as the case may be, will again be available for the purposes of this 2004 Plan.

3.3 Term of Option. Subject to Section 3.4, the Expiry Date of an Option will be the date so fixed by the Board at the time the particular Option is granted, provided that such date will be no later than the fifth (5^th) anniversary of the Grant Date of such Option.

3.4 Termination of Option. Subject to such other terms or conditions that may be attached to Options granted hereunder, an Option Holder may exercise an Option in whole or in part at any time or from time to time during the Exercise Period. Any Option or part thereof not exercised within the Exercise Period will terminate and become null, void and of no effect as of 5:00 p.m. (Toronto time) on the Expiry Date. The Expiry Date of an Option will be the earlier of the date so fixed by the Board at the time the Option is granted and the date established, if applicable, in sub-sections (a) to (e) below:

(a) Death of Option Holder

In the event that the Option Holder should die while he or she is still a Director (if he or she holds his or her Option as a Director), an Employee (if he or she holds his or her Option as an Employee) or a Consultant (if he or she holds his or her Option as a Consultant), the Expiry Date will be the first anniversary of the Option Holder's date of death.

(b) Ceasing to Hold Office

In the event that the Option Holder holds his or her Option as a Director or an Officer of the Corporation and such Option Holder ceases to be a Director or an Officer of the Corporation other than by reason of death, the Expiry Date of the Option will not exceed the 30^th day following the date the Option Holder ceases to be a Director or an Officer of the Corporation unless the Option Holder ceases to be a Director or an Officer of the Corporation as a result of:

(i) ceasing to meet the qualifications of a director set forth in section 118 of the OBCA; or

(ii) an ordinary resolution having been passed by the shareholders of the Corporation pursuant to subsection 122(1) of the OBCA; or

(iii) an order made by any Regulatory Authority having jurisdiction to so order,

in which case the Expiry Date will be the date the Option Holder ceases to be a Director or an Officer of the Corporation.

(c) Ceasing to be an Employee or Consultant

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In the event that the Option Holder holds his or her Option as an Employee or Consultant of the Corporation and such Option Holder ceases to be an Employee or Consultant of the Corporation other than by reason of death, the Expiry Date of the Option will not exceed the 30^th day following the Termination Date unless the Option Holder ceases to be:

(i)	an Employee of the Corporation as a result of termination for Cause; or
(ii)	an Employee or Consultant of the Corporation as a result of an order made by any Regulatory Authority having jurisdiction to so order,

in which case the Expiry Date will be the Termination Date.

(d) Ceasing to be a Consultant Providing Investor Relations Activities

Notwithstanding subsections 3.4(a), (b) and (c) above, in the event that the Option Holder holds his or her Option as a Person engaged to provide Investor Relations Activities and such Option Holder ceases to be so engaged other than by reason of death, the Expiry Date of the Option will not exceed the 30^th day following the Termination Date unless the Option Holder ceases to be so engaged as a result of:

(i)	termination for Cause; or
(ii)	an order made by any Regulatory Authority having jurisdiction to so order,

in which case the Expiry Date will be the Termination Date.

(e) Bankruptcy

In the event that an Option Holder commits an act of bankruptcy or any proceeding is commenced against the Option Holder under the Bankruptcy and Insolvency Act (Canada) or other applicable bankruptcy or insolvency legislation in force at the time of such bankruptcy or insolvency and such proceeding remains undismissed for a period of thirty (30) days, no Option held by such Option Holder may be exercised following the date on which such Option Holder commits such act of bankruptcy or such proceeding remains undismissed, as the case may be.

Notwithstanding anything contained in this 2004 Plan, in no case will an Option be exercisable after the fifth (5^th) anniversary of the Grant Date of the Option.

3.5 Exercise Price. The price at which an Option Holder may purchase a Share upon the exercise of an Option (the "Exercise Price") will be determined by the Board and set forth in the Option Agreement issued in respect of such Option and, in any event, will not be less than the Discounted Market Price. Notwithstanding anything else contained in this 2004 Plan, in no case will the Discounted Market Price be less than the minimum prescribed by each of the organized trading facilities as would apply to the Grant Date in question.

3.6 Additional Terms. Subject to all applicable Securities Laws of all applicable Regulatory Authorities, the Board may attach other terms and conditions to the grant of a particular Option, such terms and conditions to be referred to in the Option Agreement at the time of grant. These terms and conditions may include, but are not necessarily limited to, the following:

(a) providing that an Option expires on a date other than as provided for herein;

(b) providing that a portion or portions of an Option vest after certain periods of time or upon the occurrence of certain events, or expire after certain periods of time or upon the occurrence of certain events;

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(c) providing that an Option be exercisable immediately, in full, notwithstanding that it has vesting provisions, upon the occurrence of certain events, such as a friendly or hostile take-over bid for the Corporation; and

(d) providing that an Option issued to, held by or exercised by an Option Holder who is a citizen or resident of the United Sates of America, and otherwise meeting the statutory requirements, be treated as an "Incentive Stock Option" as that term is defined for purposes of the United States of America Internal Revenue Code of 1986, as amended.

3.7 Non-Transferability of Options. The Options are not assignable, transferable or negotiable (whether by operation of law or otherwise) and may not be assigned or transferred, provided however that the Personal Representative of an Option Holder may, to the extent permitted by Section 4.1 of this 2004 Plan, exercise the Option within the Exercise Period. Upon any attempt to assign, transfer, negotiate, pledge, hypothecate or otherwise dispose of or transfer an Option contrary to this Section 3.7 of this 2004 Plan, or upon the levy of any attachment or similar process upon an Option, the Option and all rights, benefits and privileges arising thereunder or therefrom, at the sole discretion and election of the Corporation, shall cease and terminate and be of no further force or affect whatsoever.

3.8 Adjustments. If prior to the complete exercise of an Option the Shares are consolidated, subdivided, converted, exchanged or reclassified or in any way substituted for (collectively, a "Re-Organization Event"), an Option, to the extent that it has not been exercised, will be adjusted by the Board in accordance with such Re-Organization Event in the manner the Board deems appropriate. No fractional Shares will be issued upon the exercise of the Options and accordingly, if as a result of the Re-Organization Event, an Option Holder would become entitled to a fractional Share, such Option Holder will have the right to purchase only the next lowest whole number of Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

3.9 No Rights as Shareholders. An Option Holder shall not have any rights as a shareholder of the Corporation with respect to any of the Shares covered by such Option until the date of issuance of a certificate for Shares upon the due exercise of such Option, in full or in part, and then only with respect to the Shares represented by such certificate or certificates.

Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued

ARTICLE IV
EXERCISE OF OPTION

4.1 Exercise of Option. An Option may be exercised only by the Option Holder or the Personal Representative of the Option Holder. Subject to the provisions of the 2004 Plan, an Option Holder or the Personal Representative of an Option Holder may exercise an Option in whole or in part at any time or from time to time during the Exercise Period up to 5:00 p.m. (Toronto time) on the Expiry Date by delivering to the Administrator an Exercise Notice, the applicable Option Agreement and a certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate Exercise Price of the Shares to be purchased pursuant to the exercise of the Option.

4.2 Issue of Share Certificates. As soon as practicable following the receipt of the Exercise Notice, the Administrator will cause to be delivered to the Option Holder a certificate for the Shares so purchased. If the number of Shares so purchased is less than the number of Shares subject to the Option Agreement, the Option Holder will surrender the Option Agreement and the Administrator will forward a new Option Agreement to the Option Holder

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concurrently with delivery of the Share certificate for the balance of Shares available under the Option.

4.3 Condition of Issue. The Options and the issue of Shares by the Corporation pursuant to the exercise of Options are subject to the terms and conditions of this 2004 Plan and compliance with the rules and policies of all applicable Regulatory Authorities to the granting of such Options and to the issuance and distribution of such Shares, and to all applicable Securities Laws. The Option Holder agrees to comply with all such laws, regulations, rules and policies and agrees to furnish to the Corporation any information, reports or undertakings required to comply with and to fully cooperate with, the Corporation in complying with such laws, regulations, rules and policies. Notwithstanding any of the provisions contained in the 2004 Plan or in any Option, the Corporation's obligation to issue Shares to an Option Holder pursuant to the exercise of any Option granted under the 2004 Plan shall be subject to:

(a) completion of such registration or other qualification of such Shares or obtaining approval of such Regulatory Authority as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;

(b) the admission of such Shares to listing on any stock exchange on which the Shares may then be listed;

(c) the receipt from the Option Holder of such representations, warranties, agreements and undertakings, as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the Securities Laws of any jurisdiction; and

(d) the satisfaction of any conditions on exercise prescribed pursuant to Section 3.6 and Article 5 of this 2004 Plan.

ARTICLE V
ADMINISTRATION

5.1 Administration. This 2004 Plan will be administered by the Administrator on the instructions of the Board. The Board may make, amend and repeal at any time and from time to time such regulations not inconsistent with this 2004 Plan as it may deem necessary or advisable for the proper administration and operation of this 2004 Plan and such regulations will form part of this 2004 Plan. The Board may delegate to the Administrator or any director or other senior officer or employee of the Corporation such administrative duties and powers as it may see fit.

5.2 Board Powers. The Board shall have the power, where consistent with the general purpose and intent of the Plan and subject to the specific provisions of the Plan:

(a) to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan;

(b) to interpret and construe the Plan and to determine all questions arising out of the Plan or any Option, and any such interpretation, construction or determination made by the Board shall be final, binding and conclusive for all purposes;

(c) to determine the number of Shares reserved for issuance by each Option;

(d) to determine the Exercise Price of each Option;

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(e) to determine the time or times when Options will be granted and exercisable;

(f) to determine if the Shares which are issuable on the due exercise of an Option will be subject to any restrictions upon the due exercise of such Option; and

(g) to prescribe the form of the instruments and certificates relating to the grant, exercise and other terms of Options.

5.3 Board Discretion. The Board may, in its discretion, require as conditions to the grant or exercise of any Option that the Option Holder shall have:

(a) represented, warranted and agreed in form and substance satisfactory to the Corporation that the Option Holder is acquiring and will acquire such Option and the Shares to be issued upon the exercise thereof or, as the case may be, is acquiring such Shares, for his, her or its own account, for investment and not with a view to or in connection with any distribution, that the Option Holder has had access to such information as is necessary to enable him, her or it to evaluate the merits and risks of such investment and that the Option Holder is able to bear the economic risk of holding such Shares for an indefinite period;

(b) agreed to restrictions on transfer in form and substance satisfactory to the Corporation and to an endorsement on any option agreement or certificate representing the Shares making appropriate reference to such restrictions; and

(c) agreed to indemnify the Corporation in connection with the foregoing.

5.4 Board Requirements. Any Option granted under the 2004 Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Shares issuable upon due exercise of such Option upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of Regulatory Authority, is necessary as a condition of, or in connection with, the grant or exercise of such Option or the issuance or purchase of Shares thereunder, such Option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

5.5 Interpretation. The interpretation by the Board of any of the provisions of this 2004 Plan and any determination by it pursuant thereto will be final and conclusive and will not be subject to any dispute by any Option Holder. No member of the Board or any person acting pursuant to authority delegated by it hereunder will be liable for any action or determination in connection with this 2004 Plan made or taken in good faith and each member of the Board and each such person will be entitled to indemnification with respect to any such action or determination in the manner provided for by the Corporation.

ARTICLE VI
AMENDMENT AND TERMINATION

6.1 Prospective Amendment. The Board may from time to time amend this 2004 Plan and the terms and conditions of any Option thereafter to be granted and, without limiting the generality of the foregoing, may make such amendment for the purpose of meeting any changes in any relevant Securities Laws applicable to this 2004 Plan, any Option or the Shares, or for any other purpose which may be permitted by all relevant Securities Laws

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provided always that any such amendment will not alter the terms or conditions of any Option or impair any right of any Option Holder pursuant to any Option granted prior to such amendment.

6.2 Retrospective Amendment. The Board may from time to time retrospectively amend this 2004 Plan and, with the consent of the affected Option Holders, retrospectively amend the terms and conditions of any Options that have been previously granted.

6.3 Notwithstanding anything contained to the contrary in this 2004 Plan or in any resolution of the Board in implementation thereof:

(a) in the event the Corporation proposes to amalgamate, merge or consolidate with any other corporation (other than a wholly-owned subsidiary) or to liquidate, dissolve or wind-up, or in the event an offer to purchase or repurchase the Shares of the Corporation or any part thereof shall be made to all or substantially all holders of Shares of the Corporation, the Corporation shall have the right, upon written notice thereof to each Option Holder holding Options under the Plan, to permit the exercise of all such Options within the 20 day period next following the date of such notice and to determine that upon the expiration of such 20 day period, all rights of the Option Holder to such Options or to exercise same (to the extent not theretofore exercised) shall ipso facto terminate and cease to have further force or effect whatsoever;

(b) in the event of the sale by the Corporation of all or substantially all of the assets of the Corporation as an entirety or substantially as an entirety so that the Corporation shall cease to operate as an active business, any outstanding Option may be exercised as to all or any part of the Optioned Shares in respect of which the Option Holder would have been entitled to exercise the Option in accordance with the provisions of the Plan at the date of completion of any such sale at any time up to and including, but not after the earlier of: (i) the close of business on that date which is thirty (30) days following the date of completion of such sale; and (ii) the close of business on the Expiry Date of the Option; but the Option Holder shall not be entitled to exercise the Option with respect to any other Shares;

(c) subject to the rules of any relevant Regulatory Authority, the Board may, by resolution, extend or advance the expiration date of any Option. The Board shall not, in the event of any such advancement or extension, be under any obligation to advance or extend the date on or by which Options may be exercised by any other Option Holder; and

(d) the Board may, by resolution, but subject to requirements of applicable Regulatory Authorities and Securities Laws, decide that any of the provisions hereof concerning the effect of termination of the Option Holder's employment shall not apply to any Option Holder for any reason acceptable to the Board.

Notwithstanding the provisions of this Section 6.3, should changes be required to the 2004 Plan by any Regulatory Authority of any jurisdiction to which the 2004 Plan or the Corporation now is or hereafter becomes subject, such changes shall be made to the 2004 Plan as are necessary to conform with such requirements and, if such changes are approved by the Board, the 2004 Plan, as amended, shall be filed with the records of the Corporation and shall remain in full force and effect in its amended form as of and from the date of its adoption by the Board.

6.4 Regulatory Authority Approval. This 2004 Plan and any amendments hereto are subject to all necessary approvals of the applicable Regulatory Authorities.

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6.5 Disinterested Shareholder Approval. Disinterested Shareholder approval must be obtained for any reduction in the Exercise Price if the Option Holder is an Insider of the Corporation at the time of the proposed reduction. Furthermore, disinterested Shareholder approval must be obtained if the number of Shares reserved for issuance under the Plan to be granted to Insiders exceeds 10% of the issued and outstanding Shares and if the grant of Options to Insiders, within any 12-month period, exceeds 10% of the Corporation's issued and outstanding Shares.

6.6 Termination. The Board may terminate this 2004 Plan at any time by resolution. In such event, the Option if vested and outstanding may be exercised by the Optionee for a period of thirty (30) days after the date on which the Corporation shall have notified the Optionee of the termination of the 2004 Plan, but only to the same extent as the Optionee could have exercised the Option immediately prior to the date of such notification.

6.7 Agreement. The Corporation and every Option granted hereunder will be bound by and subject to the terms and conditions of this 2004 Plan. By accepting an Option granted hereunder, the Option Holder has expressly agreed with the Corporation to be bound by the terms and conditions of this 2004 Plan.

6.8 Effective Date of Plan. Upon approval by the Board, this 2004 Plan shall be deemed to be effective as of the Effective Date.

6.9 Governing Law. This 2004 Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

EX-5.2

AUDIT COMMITTEE CHARTER

GRANDVIEW GOLD INC.

AUDIT COMMITTEE CHARTER

Name

There shall be a committee of the Board of Directors (the "Board") of Grandview Gold Inc. (the "Corporation") known as the Audit Committee.

General Purpose

The Audit Committee has been established to assist the Board in fulfilling its oversight responsibilities with respect to the following areas: the Corporation's external audit function; internal control and management information systems; the Corporation's accounting and financial reporting requirements; the Corporation's compliance with law and regulatory requirements; the Corporation's risks and risk management policies and such other functions as are delegated to it by the Board. Specifically, with respect to the Corporation's external audit function, the Audit Committee assists the Board in fulfilling its oversight responsibilities relating to: the quality and integrity of the Corporation's financial statements; the independent auditors' qualifications; and the performance of the Corporation's independent auditors. The Audit Committee is intended to facilitate and provide a means of open communication between management, the external auditors and the Board.

Composition and Qualifications

The Audit Committee shall consist of as many members as the Board shall determine, but in any event not fewer than three (3) members who are appointed by the Board. The composition of the Audit Committee shall meet all applicable independence, financial literacy and other legal and regulatory requirements. More specifically, all members of the Audit Committee shall be "unrelated"¹ and "financially literate"² and at least one (1) member shall have "accounting or related financial experience"³. The Board shall designate the Chairman of the Audit Committee and in so doing shall consider the recommendation of the Governance and Compensation Committee. The Chairman shall have responsibility for overseeing that the Committee fulfills its mandate and duties effectively.

Each member of the Audit Committee shall continue to be a member until a successor is appointed, unless the member resigns, is removed or ceases to be a director. The Board, following consideration of the recommendation of the Governance and Compensation Committee, may fill a vacancy which occurs in the Audit Committee at any time.

Meetings

The Chairman of the Audit Committee, in consultation with the Audit Committee members, shall determine the schedule and frequency of the Audit Committee meetings provided that the Audit Committee will meet at least four (4) times in each fiscal year and at least once in every fiscal quarter. The Audit Committee shall have the authority to convene additional meetings as circumstances require. A schedule for each of the meetings will be disseminated to Audit Committee members prior to the start of each fiscal year. A detailed agenda for each meeting will be disseminated to Audit Committee members as far in advance of each meeting as is practicable.

¹ a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the company, other than interests and relationships arising from shareholding.
² the ability to read and understand a balance sheet, an income statement, a cash flow statement and the notes attached thereto.
³ the ability to analyse and interpret a full set of financial statements including the notes attached thereto, in accordance with generally accepted accounting principles.

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The Audit Committee shall meet separately, periodically, with management, counsel and the external auditors. The Audit Committee shall meet separately with the external auditors at every meeting of the Audit Committee at which external auditors are present.

Responsibilities

The Audit Committee is mandated to carry out the following responsibilities:

A. External Auditors

1.	Subject to applicable law, the Audit Committee shall be responsible for the appointment, compensation, oversight and termination of the external auditor. The external auditor shall report directly to the Audit Committee and shall be accountable to the Board and Audit Committee as representatives of the shareholders.
2.	The Audit Committee shall pre-approve all non-audit mandates for services the external auditor shall undertake.
3.	The Audit Committee shall satisfy itself, on behalf of the Board, that the external auditor is independent of management. In assessing such independence, the Audit Committee shall discuss with the external auditors, and may require a letter from the external auditor outlining, any relationships between the external auditors and the Corporation or its affiliates.
4.	The Audit Committee shall review the audit plan of the external auditors, the integration of the external audit with the internal control program, and the results of the audit, which shall include reviewing the external auditor’s letter to management and management’s response thereto and other material written communications between management and the external auditors.
5.	The Audit Committee shall satisfy itself, annually or more frequently as the Audit Committee considers appropriate, as to the external auditors' internal quality control procedures and any material issues raised by the most recent internal quality control review, or peer review, of the external auditor, or by any public enquiry, review, or investigation by governmental, professional or other regulatory authorities.
6.	The Audit Committee shall periodically review and discuss with management and the external auditors the quality and acceptability of the Corporation’s accounting policies and practices, the materiality levels which the external auditors propose to employ, any significant changes in the accounting policies and any proposed changes in accounting or financial reporting that may have a significant impact on the Corporation.
7.	The Audit Committee shall discuss with management and the external auditorsall alternative treatments of financial information within generally accepted accounting principles that have been discussed with management by the external auditors, the ramifications of these alternative treatments and the treatment preferred by the external auditors.

B. Financial Information

1. The Audit Committee shall discuss with management and the external auditors whether the audited annual financial statements present fairly (in accordance with Canadian generally accepted accounting principles) in all material respects the financial condition, results of operations and cash flows of the Corporation as of and for the periods presented and, where appropriate, recommend for approval to the Board, the annual audited financial statements of the Corporation.

3

2.	The Audit Committee shall discuss with management and the external auditors whether the unaudited quarterly financial statements present fairly (in accordance with generally accepted accounting principles) in all material respects the financial condition, results of operations and cash flows of the Corporation as of and for the periods presented and, where appropriate, recommend for approval to the Board, the unaudited quarterly financial statements of the Corporation.
3.	The Audit Committee shall review the Annual Report to Shareholders and other financial information (including the annual and quarterly Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Annual Information Form and any prospectus or offering circular) prepared by the Corporation with management and, where appropriate, recommend for approval to the Board and recommend for filing with regulatory bodies.
4.	The Audit Committee shall review any news releases and reports to be issued by the Corporation containing earnings guidance or financial information for research, analysts and rating agencies. The Audit Committee shall also review the Corporation's policies relating to financial disclosure and the release of earnings guidance and the Corporation's compliance with financial disclosure rules and regulations.

The Audit Committee shall discuss with management and the external auditors important trends and developments in financial reporting practices and requirements and their effect on the Corporation's financial statements.

C.	Internal Control
	1.	The Audit Committee shall oversee the adequacy and effectiveness of the Corporation’s internal control systems, through discussions with the Corporation’s external auditors and management and shall report to the Board on an annual basis.
	2.	The Audit Committee shall review annually the Corporation’s Code of Business Conduct and its effectiveness and enforcement.
D.	Risk Management
	1.	The Audit Committee shall review with management the principal risks facing the Corporation, and the policies, processes and procedures for management’s monitoring and managing of such risks or exposures. If necessary, the Audit Committee will mandate, monitor and evaluate the steps management has taken to monitor and manage such exposures, including insuring against such risks, where appropriate.
E.	Compliance with Legal and Regulatory Requirements
	1.	The Audit Committee shall review with management, and any internal or external counsel as the Committee considers appropriate, any legal matters (including the status of pending litigation) that may have a material impact on the Corporation and any material reports or inquiries from regulatory or governmental agencies.
	2.	The Audit Committee shall review with counsel the adequacy and effectiveness of the Corporation's procedures to ensure compliance with the legal and regulatory responsibilities.

4

F.	Other
	1.	The Audit Committee shall also perform such other activities related to this Charter as requested by the Board.
	2.	The Audit Committee shall review and assess the adequacy of this Charter annually and shall submit any proposed changes to the Board for approval.
	3.	The Audit Committee may delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.

Reporting

The Audit Committee shall report its deliberations and discussions regularly to the Board and shall submit to the Board the minutes of its meetings.

Resources

The Audit Committee shall have the authority, in its sole discretion, to retain independent legal, accounting and other consultants to advise the Audit Committee at the expense of the Corporation. The Audit Committee shall be provided with the necessary funding to compensate the external auditors and any other advisors they engage.

The Audit Committee may request any officer or employee of the Corporation or the Corporation’s external counsel or external auditors to attend a meeting of the Audit Committee or to meet with any member of, or consultants to, the Audit Committee. The Audit Committee shall have full access to all of the Corporation's books, records, facilities and personnel.

Complaints Procedure

Any director, officer or employee who has any concern or complaints regarding accounting, internal control or auditing matters or any potential violations of law or regulatory provisions may, in accordance with the Code of Business Conduct, make an anonymous submission to any member of the Audit Committee. The Audit Committee shall establish procedures for the review and resolution of such complaints.

Limitation on the Oversight Role of the Audit Committee

Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all members of the Board are subject. Each member of the Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Corporation from whom he or she receives financial and other information, and the accuracy of the information provided to the Corporation by such persons or organizations.

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Corporation’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles in Canada and applicable rules and regulations. These are the responsibility of management and the external auditors.

EX-5.3

CONSENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement Form 20-F/A Amendment No. 2 of our report dated October 13, 2004 (except for Note 13 which is as of January 14, 2005) with respect to the consolidated financial statements of Grandview Gold Inc. (formerly Consolidated Grandview Inc.) for the years ended May 31, 2004, 2003, and 2002.

McCarney Greenwood LLP

Chartered Accountants

Toronto, Canada

November 14, 2005

McCarney Greenwood LLP

Chartered Accountants

10 Bay Street, Suite 900

Toronto, ON M5J 2R8

T 416 362 0515 F 416 362 0539

EX-99.1

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)

(incorporated under the laws of Ontario)

Financial Statements

May 31, 2005 and 2004

July 22, 2005 except for Note 13(a) and (b) which are as of August 29 and 31, 2005, respectively.

Auditors' Report

To the Shareholders of
Grandview Gold Inc.

We have audited the balance sheets of Grandview Gold Inc. (formerly Consolidated Grandview Inc.) as at May 31, 2005 and 2004 and the statements of operations and deficit and cash flows for each of the years in the three year period ended May 31, 2005. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, these financial statements present fairly, in all material respects, the financial position of the company as at May 31, 2005 and 2004 and the results of its operations and its cash flows for each of the years in the three year period ended May 31, 2005 in accordance with Canadian generally accepted accounting principles.

	"McCarney Greenwood LLP"
Toronto, Canada	McCarney Greenwood LLP
	Chartered Accountants

Comments by Auditors on United States of America-Canada Reporting Difference

The United States of America reporting standards require the addition of an explanatory paragraph when the financial statements are affected by conditions and events that cast doubt on the Company's ability to continue as a going concern, such as those described in Note 1 to the financial statements. Although we conducted our audit in accordance with both United States of America and Canadian generally accepted auditing standards, our report to the shareholders dated July 22, 2005 except for Note 13 (a) and (b) which are as of August 29 and 31, 2005 is expressed in accordance with Canadian reporting standards which do not permit a reference to such conditions and events in the auditors' report when these are adequately disclosed in the financial statements.

	"McCarney Greenwood LLP"
Toronto, Canada	McCarney Greenwood LLP
	Chartered Accountants

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Balance Sheets	Page 2

		May 31,
		2005			2004
Assets
Current assets
Cash	$	244,067		$	1
Marketable securities (Note 4)		9,766			9,766
Accounts receivable		24,988			490
Prepaid expenses		5,670			-
		284,491			10,257
Mining interests (Note 5)		659,236			562
	$	943,727		$	10,819
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	133,016		$	38,257
Loans from related parties (Note 6)		-			28,594
		133,016			66,851
Shareholders' Equity (Deficiency)
Share capital (Note 7(a))		4,781,750			3,378,444
Warrants (Note 7(b))		173,388			-
Contributed surplus (Note 7(d))		800,613			25,000
Deficit		(4,945,040	)		(3,459,476	)
		810,711			(56,032	)
	$	943,727		$	10,819

Approved by the Board "Raymond Pecoskie" Director "Ian S. Grant" Director

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Statements of Operations and Deficit	Page 3

		Years ended May 31,									Cumulative
		2005			2004			2003			from date of
								(Restated)			inception
								(Note 3)			of the
											development
											stage (March
											26, 2004)
Operating expenses
Management services	$	262,863		$	-		$	-		$	262,863
Investor relations, business
development and reporting
issuer maintenance costs		234,108			15,306			2,000			240,605
Bad debt		-			7,019			-			1,235
Professional fees		172,089			18,912			750			186,873
Office and administration		40,891			23,338			724			64,036
Write-down of marketable securities		-			20,234			-			15,234
Stock option compensation		775,613			-			-			775,613
(Loss) before the under-noted		(1,485,564	)		(84,809	)		(3,474	)		(1,546,459	)
Forgiveness of debt (Note 11)		-			85,867			-			35,667
Write-down of long-term debt		-			-			(88,580	)		-
(Loss) on sale of long-term investments
(Note 4)		-			-			(121,419	)		-
Net (loss) income for the year	$	(1,485,564	)	$	1,058		$	(213,473	)	$	(1,510,792	)
(Deficit), beginning of year as
previously stated		(3,459,476	)		(3,460,534	)		(3,261,061	)		-
Retroactive recording of income tax
recovery (Note 3)		-			-			(14,000	)		-
(Deficit), beginning of year, as
restated		(3,459,476	)		(3,460,534	)		(3,247,061	)		-
(Deficit), end of year	$	(4,945,040	)	$	(3,459,476	)	$	(3,460,534	)	$	(1,510,792	)
Basic (loss) earnings per share	$	(0.14	)	$	0.00		$	(0.02	)	$	-
Diluted (loss) earnings per share	$	(0.14	)	$	0.00		$	(0.02	)	$	-

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Statements of Cash Flows	Page 4

		Years ended May 31,									Cumulative
		2005			2004			2003			from date of
								(Restated)			inception
								(Note 3)			of the
											development
											stage (March
											26, 2004)
Cash flows from operating activities
Net (loss) income for the year	$	(1,485,564	)	$	1,058		$	(213,473	)	$	(1,510,792	)
Items not involving cash:
Write-down of marketable securities		-			20,234			-			15,234
Write-down of long-term investments		-			-			88,580			-
Loss on sale of long-term investments		-			-			121,419			-
Forgiveness of debt		-			(85,867	)		-			(35,667	)
Income tax interest and penalties		-			20,647			-			-
Write-off of bad debts		-			7,019			-			1,235
Stock option compensation		775,613			-			-			775,613
Changes in non-cash operating working
capital		64,591			10,392			1,446			109,017
Cash flows (used in) operating
activities					(645,360	)		(26,517	)		(2,028	)
(645,360)
Cash flows from financing activities
Loans from related parties		(28,594	)		27,043			1,551			(28,594	)
Share issuance		1,450,000			-			-			1,450,000
Cost of issuance		(124,081	)		-			-			(124,081	)
Cash flows from financing activities		1,297,325			27,043			1,551			1,297,325
Cash flows from investing activities
Expenditures on mining interests		(407,899	)		(562	)		-			(407,899	)
Proceeds on sale of long-term
investments		-			-			1			-
Cash flows (used in) from investing
activities					(407,899	)		(562	)		1
(407,899)
Increase (decrease) in cash
during the year		244,066			(36	)		(476	)		244,066
Cash, beginning of year		1			37			513			1
Cash, end of year	$	244,067		$	1		$	37		$	244,067

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 5

1.	Nature of business and going concern assumptions
	Grandview Gold Inc. (formerly Consolidated Grandview Inc.) (the "Company") is incorporated under the laws of the Province of Ontario. The Company was previously in the business of investing in significant equity interests in high-technology companies. As at March 26, 2004 the Company changed its direction to a resource exploration company and it is from that time forward that it is considered to be a development stage company.
	These statements are prepared using Canadian generally accepted accounting principles that are applicable to a going concern, which assumes the Company will be able to continue to operate throughout its next fiscal period subsequent to May 31, 2005. The use of these principles may be inappropriate since there is significant doubt about the Company's ability to continue as a going concern. Significant doubt exists because the Company has no recurring source of revenue and the Company has a history of losses. The future of the Company is currently dependent upon its ability to obtain sufficient cash from external financing and related parties in order to pay its liabilities as they become due.
	If the going-concern basis was not appropriate, material adjustments may be necessary in the carrying amounts and/or classifications of assets and liabilities and the loss reported in these financial statements.
2.	Summary of significant accounting policies
	All amounts unless otherwise indicated are in Canadian dollars.
	The preparation of these financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
	The significant accounting policies are as follows:
	(a)	Marketable securities
		Marketable securities are valued at the lower of cost and market value. The market value of the marketable securities held on May 31, 2005 was $21,974 (2004 - $9,766).

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 6

2.	Summary of significant accounting policies (continued)
	(b)	Mining interests
		The Company follows the practice of capitalizing all costs relative to the acquisition, exploration and development of its mining interests. These costs are to be amortized over the estimated productive life of the property if it is placed into commercial production. If a property is sold, abandoned, or exploration results are negative and no future work is planned in the foreseeable future, the related costs are charged to operations in that year.
		The recorded book value of mining interests is not intended to reflect their present or future value.
		The recoverability of amounts shown for mining interests and related deferred exploration expenditures is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete development, and future profitable production or proceeds from the disposition thereof.
	(c)	Asset retirement obligation
		The Company measures the expected costs required to retire its mining interests at a fair value which approximates the cost a third party would incur in performing the tasks necessary to abandon the field and restore the site. The fair value is recognized in the financial statements at the present value of expected future cash outflows to satisfy the obligation.
		Asset retirement costs are depleted using the unit of production method based on estimated reserves and are included with depletion and amortization expense. The accretion of the liability for the asset retirement obligation is expensed.
	(d)	Income taxes
		The Company follows the asset and liability method of accounting for future income taxes in accordance with the recommendations of the Canadian Institute of Chartered Accountants. Under this method income taxes are recognized for the future income tax consequences attributed to the difference between the financial statement carrying values of assets and liabilities and their respective income tax bases. Future income tax assets and liabilities are measured using the substantively enacted income tax rates that are anticipated to apply when the differences are expected to reverse.

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 7

2.	Summary of significant accounting policies (continued)
		The effect on future income tax assets and liabilities of a change in tax rates is included in income in the period that the rate change occurs. Future income tax assets are evaluated and, if realization is not considered "more likely than not", a valuation allowance is provided.
	(e)	Stock based compensation
		The CICA Handbook Section 3870, Stock-based compensation and Other Stock-based Payments requires that compensation for option awards to employees be recognized in the financial statements at fair value for options granted in fiscal years beginning on or after January 1, 2004. The Company, as permitted by CICA Handbook Section 3870, has adopted this section prospectively for new option awards granted on or after June 1, 2003. Accordingly, a fair value compensation expense is reported for any options that were granted during the year.
3.	Correction of an error
	In a prior period, the Company had a large capital gain on the disposition of some shares. As a result, the Company was liable for income taxes. In the next fiscal year, the Company recognized a non-capital loss that was sufficient to carry back and eliminate the taxes owing. The Company only recognized a portion of the income tax recovery instead of the full amount. In accordance with Section 1506 of the CICA Handbook the correction of this error has been recorded retroactively with restatement and has resulted in the opening retained earnings of 2003 being restated by $14,000 to reflect the full recovery of income taxes. This has increased the (loss) in fiscal 2003 by $14,000 but it has not changed the basic and diluted (loss) per share of ($0.02). All pertinent comparative figures for 2003 have been restated.
4.	Marketable securities

		2005			2004			2003
Navitrak International Corporation
Common shares (at cost)	$	325,305		$	325,305		$	325,305
Less provision for write down to market		(315,539	)		(315,539	)		(295,305	)
Carrying value	$	9,766		$	9,766		$	30,000

Navitrak International Corporation ("Navitrak") is a public company. As at May 31, 2005, the Company owned 488,300 (2004 - 488,300; 2003 - 488,300) common shares.

During fiscal 2003, a shareholder exercised an option to acquire 500,000 shares of Navitrak that the Company held for an aggregate consideration of $1 which resulted in an accounting loss of $121,419 to the Company.

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 8

5.	Mining interests
	As at May 31, 2005

		Pony		Bisset		Red		Total
		Creek (i)		Lake (ii)		Lake (iii)		Expenditure
Property acquisition costs	$	163,975	$	236,800	$	-	$	400,775
Geological		5,000		5,000		5,000		15,000
Maps and reports		10,000		-		-		10,000
Travel		3,576		-		-		3,576
General exploration		229,323		-		562		229,885
	$	411,874	$	241,800	$	5,562	$	659,236
As at May 31, 2004
		Pony		Bisset		Red		Total
		Creek (i)		Lake (ii)		Lake (iii)		Expenditure
General exploration	$	-	$	-	$	562	$	562

There were no expenditures on mining interests during the year ended May 31, 2003.

(i)	See Note 7(a)(iii) for a description of this property
(ii)	See Note 7(a)(viii) for a description of this property
(iii)	The Company owns a 100% interest in 8 mining claims with an estimated total area of 60 hectares located in the Red Lake Area, District of Kenora, in Northwestern Ontario. The mining claims were written off several years ago when the Company decided to change its business. Since the Company has changed back to resource exploration the Company is once again capitalizing the expenditures related to these claims.

6.	Loans from related parties
	During the year the Company repaid a loan from a company that is controlled by a shareholder of the Company.

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 9

7.	Share capital
	(a)	Authorized
		Unlimited number of common shares

Issued	Number
	of shares		Amount
Balance, May 31, 2004 and 2003	3,270,998	$	3,378,444
Stock split (3 for 1) (i)	6,541,996		-
Private placement (ii)	120,000		120,000
Mineral property acquisition (iii)	400,000		4,000
Private placement (iv)	150,000		150,000
Private placement (v)	175,000		175,000
Private placement (vi)	1,005,000		1,005,000
Warrant valuation (vi)	-		(138,188	)
Mineral property acquisition (vii)	118,500		159,975
Mineral property acquisition (viii)	70,000		86,800
Cost of issue - warrant valuation (vi)	-		(35,200	)
Cost of issue - cash laid out	-		(124,081	)
Balance, May 31, 2005	11,851,494	$	4,781,750

(i)	On July 6, 2004 the Company filed Articles of Amendment to split its shares at a rate of 3 for 1.
(ii)	On July 22, 2004 the Company entered into a subscription agreement to sell 120,000 common shares for $1.00 per share for gross proceeds of $120,000.
(iii)	On July 27, 2004 the Company entered into an option agreement with Mill City International Corporation ("Mill City") to earn a 60% interest in the Pony Creek/Elliot Dome Property in the State of Nevada, USA. In order to earn this option the Company must do the following:
	(1)	after 10 business days of signing the agreement issue 400,000 common shares to Mill City for $4,000 (issued);
	(2)	spend or cause to be spent $500,000 US on the properties by July 31, 2005 (already spent $247,900 CDN). This condition was subsequently revised so that Grandview is required to spend USD $340,000 on the properties by December 31, 2005;
	(3)	spend or cause to be spent $1,000,000 US on the properties by July 31, 2006;

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 10

7.	Share capital (continued)
			(4)	during this 2 year period the Company and Mill City will look for a joint venture partner with a major mining and exploration company ("major"). This major would provide assistance with deep hole structural modelling as well as geological database development. In return for the assistance the major will be offered a 1st right of refusal option to earn a 60% interest in the properties by completing a bankable feasibility study;
			(5)	Mill City to enter into a Professional Geological Services Contract with the Company, however, this contract has since been terminated;
			(6)	If the Company is able to complete sections (1), (2), (3) and (4), Mill City can elect to convert its 40% interest to a 20% carried interest. If Mill City does not convert to a carried interest Mill City is responsible for 40% of the costs associated with the project. There is a 4% Net Smelter Return ("NSR") payable to an individual who previously owned the property which after this conversion will be reduced to 2% and the Company will be given the option to purchase another 1% from each property prior to the commencement of commercial production for $1,500,000 US each for a total of $3,000,000 US;
			(7)	If the Company cannot satisfy the conditions of finding a major it can still earn the 60% interest by spending an additional $2,000,000 US by August 31, 2007. The NSR will not be reduced from 4% to 2% but the Company may purchase 1% from each property prior to commencement of commercial production for $1,000,000 US each for a total of $2,000,000 US. As of January 21, 2005, Grandview and Mill City have amended the option agreement of July 27, 2004. Grandview and Mill City have agreed to revise the Agreement by removing Grandview's obligation to enter into a Professional Geological Services Contract with Mill City and add that Grandview will be responsible for all future underlying advance royalty payments. The terms of the Agreement, as amended and contained in a standard form of Option Agreement dated on April 14, 2005.
		(iv)	On August 23, 2004 the Company entered into a subscription agreement to sell 150,000 common shares for $1.00 per share for gross proceeds of $150,000.
		(v)	On September 30, 2004 the Company entered into a subscription agreement to sell 175,000 common shares at $1.00 per share for total proceeds of $175,000.

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 11

7.	Share capital (continued)
		(vi)	On December 23, 2004 the Company completed a private placement of 1,005,000 units of the Company at a price of $1 per unit for aggregate proceeds of $1,005,000. Each unit is comprised of one common share of the Company and one-half (1/2) of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of $1.50 until December 23, 2005. For purposes of estimating the fair market value under the Black-Scholes option pricing model, the warrants were valued at $138,188. The following assumptions were used to estimate this figure: expected dividend yield - 0%; expected volatility - 100%; risk-free interest rate - 4.00%; and an expected average life of 12 months.
			The Company also issued, as consideration for services of certain registered brokers in connection with the placement, 100,000 compensation warrants each exercisable at $1.15 into one common share of the Company for up to 12 months after the date of issue. For purposes of estimating the fair market value under the Black-Scholes option pricing model, the warrants were valued at $35,200. The following assumptions were used to estimate this figure: expected dividend yield - 0%; expected volatility - 100%; risk-free interest rate - 4.00%; and an expected average life of 12 months.
		(vii)	On April 14, 2005 the Company signed a formal Option Agreement with Mill City Gold Corp. (formerly Mill City International Corporation) (“Mill City Gold”) relating to the Pony Creek/Elliott Dome property located on the Carlin Trend, Nevada, U.S.A. Upon signing this Option Agreement, the Company issued Mill City Gold 118,500 common shares in consideration for its 60% acquired interest in this property, which was valued at $159,975. In addition the Company is required to spend US$3,500,000 on the property over the next three years.
		(viii)	On April 27, 2005, the Company completed the acquisition of a 100% interest in 11 strategically located mining claims, totaling 234 hectares, from Wildcat Exploration Ltd by issuing 70,000 common shares which were valued at $86,800. The 11 claims are located in the central area of the Bisset Gold Camp situated near the Manitoba / Ontario provincial border and approximately 240 road kilometres northeast of Winnipeg.

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 12

7.	Share capital (continued)
	(b)	Warrants
		The following table sets out the warrant activity during each of the three years ended May 31, 2005, 2004 and 2003:

			Weighted
	Number		Average
	of		Exercise
	Warrants		Price
Balance, May 31, 2004 and 2003	-	$	-
Issued on private placement	502,500		1.50
Issued on private placement	100,000		1.15
Balance, May 31, 2005	602,500	$	1.44

The warrants outstanding at May 31, 2005 are as follows:

Number
of					Exercise	Expiry
Warrants		Value			Price	Date
502,500	$	138,188	(i)	$	1.50	December 23, 2005
100,000		35,200	(i)		1.15	December 23, 2005
602,500	$	173,388

(i)	See Note 7(a)(vi) for assumptions used in the Black-Scholes option pricing model.
There were no warrants outstanding at May 31, 2004 or 2003.

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 13

7.	Share capital (continued)
	(c)	Stock options
		The following table sets out the option activity during each of the three years ended May 31, 2005, 2004 and 2003:

				Weighted
	Number			Average
	of			Exercise
	Options			Price
Balance, May 31, 2004 and 2003	-		$	-
Granted	1,150,000			1.00
Granted	75,000			1.10
Cancelled	(100,000	)		1.00
Balance, May 31, 2005	1,125,000		$	1.06

The options outstanding at May 31, 2005 are as follows:

Number
of				Exercise	Expiry
Options		Value		Price	Date
1,050,000(i)	$	800,100	$	1.00	October 1, 2009
75,000(i)		62,850		1.10	December 20, 2009
1,125,000	$	862,950

There were no options outstanding outstanding at May 31, 2004 or 2003.

The stock options have been expensed as follows:

Number		Expensed		Remainder		Total
of		at		to be		Stock-option
Options		May 31, 2005		Expensed		Compensation
1,050,000     (i)	$	733,692	$	66,408	$	800,100
75,000     (i)		41,921		20,929		62,850
1,125,000	$	775,613	$	87,337	$	862,950

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 14

7.	Share capital (continued)
		(i)	The values assigned were estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%; expected volatility - 100%; risk-free interest rate - 4.00%; and an expected average life of 5 years.
	(d)	Contributed Surplus The following table sets out the contributed surplus activity during each of the three years ended May 31, 2005, 2004 and 2003:

		Contributed
		Surplus
Balance, May 31, 2004 and 2003	$	25,000
Vesting of stock options		775,613
Balance, May 31, 2005	$	800,613

(e)	Basic and diluted (loss) earnings per share
	The following table sets forth the computation of basic and diluted (loss) earnings per share:

		2005			2004		2003
Numerator for basic and diluted
(loss) earnings per share:
(Loss) earnings for the year	$	(1,485,564	)	$	1,058	$	(213,473	)
Numerator for basic
(loss) earnings per share	$	(1,485,564	)	$	1,058	$	(213,473	)
Numerator for diluted
(loss) earnings per share	$	(1,485,564	)	$	1,058	$	(213,473	)
Denominator:
Weighted average number of
common shares		10,904,276			9,812,994		9,812,994

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 15

7. Share capital (continued)

Denominator for basic
(loss) earnings per share		10,904,276			9,812,994		9,812,994
Denominator for diluted
(loss) earnings per share		10,904,276			9,812,994		9,812,994
Basic (loss) earnings per share	$	(0.14	)	$	0.00	$	(0.02	)
Diluted (loss) earnings per share $		(0.14	)	$	0.00	$	(0.02	)

Diluted (loss) earnings per share, reflects the maximum possible dilution from the potential exercise of outstanding stock options and warrants, and the conversion of convertible securities. However, the effect of outstanding warrants and options is not calculated as the effect would be anti-dilutive.

8.	Financial instruments
	Far value of financial instruments
	The carrying amounts of cash, accounts receivable, accounts payable and accrued liabilities, and loans from related parties approximate their fair values since these financial instruments have short-term maturity dates.
	Interest rate, currency and credit risks
	It is management's opinion that the Company is not exposed to any significant interest rate, currency or credit risks arising from its financial instruments.
9.	Income taxes
	Future income taxes reflect the net tax effects of temporary timing differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts for income tax purposes.
	There are no future tax liabilities.

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 16

9.	Income taxes (continued)
	There are 4 future tax assets as follows:

		2005			2004			2003
Future tax assets:
Marketable securities	$	113,973		$	113,973		$	118,978
Capital losses		60,158			60,158			67,103
Non-capital losses		285,564			15,753			34,468
Cost of issue		46,026			-			-
Total future tax assets		505,721			189,884			220,549
Valuation allowance for future
tax assets		(505,721	)		(189,884	)		(220,549	)
Net future tax assets	$	-		$	-		$	-

The Company has provided a valuation allowance equal to the future tax assets because it is not presently more likely than not that they will be realized. The Company's actual income tax expense for each of the years ended May 31 is made up as follows:

		2005			2004			2003
Income (loss) before income taxes	$	(1,485,564	)	$	1,058		$	(213,473	)
Income tax (recovery) expense at combined
federal and provincial rates of 36.12%,
36.12%, and 40.29% respectively		(536,586	)		382			(86,008	)
Non-deductible income tax penalties
and interest		(1,870	)		7,458			-
Non-deductible write down of marketable
securities		-			7,309			-
Non-deductible write down of marketable
securities		-			-			35,689
Non-taxable capital loss		-			-			48,920
Non-capital loss utilized		-			(15,149	)		-
Stock option compensation		280,151			-			-
Cost of issue		(11,506	)		-			-
Potential income tax recovery not
recognized		269,811			-			1,399
Actual income tax expense	$	-		$	-		$	-

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 17

9.	Income taxes (continued)
	At May 31, 2005, the Company has non-capital losses of approximately $ 790,600 and capital losses of approximately $333,000. No benefit from these amounts has been recorded in the financial statements. The non-capital losses will expire as follows:

2008	$	15,200
2009		24,900
2010		3,500
2015		747,000
	$	790,600

The capital losses will not expire.

10.	Segment information
	The Company's operations comprise a single reporting operating segment engaged in mineral exploration (2004 - same, 2003 - engaged in investing in high technology companies). As the operations comprise a single reporting segment, amounts disclosed in the financial statements for (loss) earnings for the year also represent segment amounts.
	At May 31, 2005 all of the Company's operations and assets are located in Canada except for the Pony Creek Property which is located in the State of Nevada, USA.
11.	Gain on forgiveness of debt
	The gain on forgiveness of debt is as a result of certain creditors and related parties settling their debt for less than the full amount. This is not unusual in the junior resource exploration industry and it is not considered an extraordinary item.
12.	Related party transactions not disclosed elsewhere
	On June 1, 2004 the Company entered into a management agreement with a company owned by the president. The president's company provides management and consulting services to the Company in exchange for $11,682 per month. The total current year payments of $140,184 (2004 - $Nil, 2003 - $Nil) are included in management services expense for the year. Management services expense also includes $105,500 (2004 - $Nil, 2003 - $Nil) in consulting fees and travel expenses paid to the president and the president's company.

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 18

12.	Related party transactions not disclosed elsewhere (continued)
	These transactions have been measured at the exchange amount which is intended to represent fair market value.
13.	Subsequent events
	(a)	On July 20, 2005 the Company announced that it signed a letter of intent to enter into an option and joint venture agreement with Goldcorp Inc. ("Goldcorp") whereby Goldcorp will operate at the Company's Red Lake property and will fund exploration exploration activities. Goldcorp may earn a 60% interest in the property by incurring expenditures of $100,000 within 18 months of signing the agreement.
	(b)	On August 29, 2005 the Company granted a total of 150,000 incentive stock options for purchase of up to 150,000 common shares of the Company at a price of $1.25 per share to an officer, expiring August 25, 2010.
	(c)	On August 31, 2005 the Company completed a private placement of 899,104 units at a price of $1.25 per unit and 1,200,000 flow-through shares of the Company at a price of $1.25 per flow-through share for aggregate proceeds of $2,623,880. Each unit is comprised of one common share of the Company and one-half of a common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of $1.75 until August 31, 2006.
		The Company paid, as consideration for services in connection with the placement, cash commissions totaling 8% of the gross proceeds raised from the private placement and the Company will issue compensation options to purchase units equal to 10% of the number of securities sold.
14.	Differences between Canadian GAAP and US GAAP
	The Company's financial statements have been prepared in accordance with Canadian GAAP. These principles, as they pertain to the Company's financial statements differ from US GAAP as follows:
	Under Canadian GAAP, the Company accounted for its stock compensation plan as described in Note 2(e) in the fiscal 2005 audited financial statements under which CICA Handbook Section 3870 requires that compensation for option awards to employees and consultants be recognized in the financial statements at fair value for options granted in

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 19

14.	Differences between Canadian GAAP and US GAAP (Continued)
	fiscal years beginning on or after January 1, 2004. The Company, as permitted by CICA Handbook Section 3870, has adopted this section prospectively for new option awards granted on or after June 1, 2003. Accordingly, a fair value compensation expense is reported for any options that were granted during the fiscal year. This accounting policy had no effect on the Company's audited financial statements for fiscal 2005. Prior to this accounting policy, no compensation expense was required to be recorded for stock option grants under Canadian GAAP for fiscal 2003 and 2002. For US GAAP purposes, the Company has adopted the provisions of Financial Accounting Standards Board (FASB) Statement 148 effective as of June 1, 2003, which provisions allow the Company to record compensation expense for stock options granted in fiscal 2004 and all future periods based on the estimated fair value of such option, using the prospective method.In December 2004, the FASB issued Statement 123 (Revised 2004), "Share- Based Payment," which mandates the recording of compensation expense based on the fair value of such options.
	Prior to June 1, 2003, the Company accounted for its stock-based compensation plan for US GAAP purposes under FASB statement 123, under which no compensation expense was required to be recognized in fiscal 2003.
	For the year ended May 31, 2005, the Company's accounting for stock option grants under US GAAP is substantially equivalent to the accounting under Canadian GAAP. As such, the expense recorded for US GAAP purposes would be equal to the expense recorded for Canadian GAAP purposes for the year ended May 31, 2005. Had the Company adopted (FASB) Statement 148 for fiscal 2004 and 2003, there would be no effect on earnings since no stock options were issued in the fiscal periods presented in these financial statements.
	The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves. Accordingly, under US GAAP, the Company would be characterized as "a development stage company".
	Under Canadian GAAP, the Company accounts for its exploration costs as described in Note 2(b), while under US GAAP, exploration costs cannot be capitalized and are expensed as incurred. Under Canadian GAAP and US GAAP marketable securities and long term investments are written down to net realizable value. Under Canadian GAAP this is shown as an expense on the statement of operations while under US GAAP it is shown as a component of shareholders' equity. Had the Company's balance sheets as at May 31, 2005 and May 31, 2004 been prepared using US GAAP, such balance sheets would be presented as follows:

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 20

14. Differences between Canadian GAAP and US GAAP (Continued)

		May 31, 2005			May 31, 2004
Assets
Current
Cash	$	244,067		$	1
Marketable securities		9,766			9,766
Amounts receivable		24,988			490
Prepaid expenses		5,670			-
	$	284,491		$	10,257
Liabilities and Shareholders' Equity
Current
Accounts payable and accrued liabilities	$	133,016		$	38,257
Loans from related parties		-			28,594
		133,016			66,851
Shareholders' equity
Share capital
Authorized - unlimited common shares
Issued
Common shares		4,781,750			3,378,444
Additional paid in capital		25,000			25,000
Warrants		173,388			-
Cumulative adjustments to marketable securities		(315,539	)		(315,539	)
Deferred stock option compensation		775,613			-
Deficit accumulated before change to a development
stage company		(3,133,943	)		(3,133,943	)
Deficit accumulated during the development stage		(2,154,794	)		(10,556	)
		151,475			(56,594	)
	$	284,491		$	10,257

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 21

14.	Differences between Canadian GAAP and US GAAP (Continued)
	Under US GAAP, development stage companies are required to provide cumulative- from-inception information relating to income statements, statements of cash flows, and statements of changes in shareholders' equity. Inception has been deemed to be March 26, 2004, the date on which the Company, at a shareholders' meeting, made the decision to return to the business of exploration as its primary business focus. Had the Company's statements of operations and deficit been prepared using US GAAP, such statements would have included cumulative-from-inception amounts in addition to amounts for fiscal 2005, 2004 and 2003 Such statements under US GAAP are as follows:
	Statements of Operations and Comprehensive (Loss) Income

Cumulative
from date of
inception of the
development stage					Year Ended May 31,
("March 26, 2004")					2005			2004		2003
Expenses
Management services	$	262,863		$	262,863		$	-	$	-
Investor relations, business
development and reporting
issuer maintenance costs		240,605			234,108			15,306		2,000
Bad debt		1,235			-			7,019		-
Professional fees		186,873			172,089			18,912		750
Office and administration		64,036			40,891			23,338		724
Gain on forgiveness of debt		(35,667	)		-			(85,867		-
Non-cash compensation expense		775,613			775,613			-		-
General exploration		659,236			658,674			562		-
(Loss) income before the
under noted		(2,154,794	)		(2,144,238	)		21,292		(3,474	)
Write-down of long-term debt		-			-			-		(88,580	)
Net (loss) income for the
year and date of inception		(2,154,794	)		(2,144,238	)		21,292		(92,054	)
Comprehensive (loss) income items:
Write-down of marketable
securities		(15,234	)		-			(20,234		-
Write down of long-term
investments		-			-			-		(121,419	)

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 22

14. Differences between Canadian GAAP and US GAAP (Continued)

Comprehensive (loss) income
for the year	$	(2,170,028	)	$	(2,144,238	)	$	1,058	$	(213,473	)
(Loss) income per common
share
Basic	$	(0.20	)	$	(0.20	)	$	0.00	$	(0.01	)
Diluted	$	(0.20	)	$	(0.20	)	$	0.00	$	(0.01	)
Comprehensive (loss) income
per common share
Basic	$	(0.20	)	$	(0.20	)	$	0.00	$	(0.02	)
Diluted	$	(0.20	)	$	(0.20	)	$	0.00	$	(0.02	)

Statements of Changes in Shareholders' Equity

The changes in common shares from March 26, 2004 (date the Company became a development stage enterprise) as required by US GAAP is disclosed below: 

			Amount
			Under
	Shares		US GAAP
Common shares before change to a
development stage company and as
of May 31, 2004	3,270,998	$	3,378,444
Stock split (3 for 1)	6,541,996		-
Private placement	120,000		120,000
Private placement	150,000		150,000
Mineral property acquisition	400,000		4,000
Private placement	175,000		175,000
Private placement	1,005,000		1,005,000
Warrant valuation	-		(138,188	)
Mineral property acquisition	118,500		159,975
Mineral property acquisition	70,000		86,800
Cost of issue - warrant valuation	-		(35,200	)
Cost of issue - cash laid out	-		(124,081	)
Balance, May 31, 2005	11,851,494	$	4,781,750

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 23

14.	Differences between Canadian GAAP and US GAAP (Continued)
	Other changes in shareholders' equity are presented as follows:

		Cumulative
		adjustments
		to
		marketable
		securities
Balance, June 1, 2001	$	(85,625	)
Comprehensive loss		(121,100	)
Balance, May 31, 2002		(206,725	)
Comprehensive loss		(88,580	)
Balance, May 31, 2003		(295,305	)
Comprehensive loss		(5,000	)
Balance, March 26, 2004		(300,305	)
Comprehensive loss		(15,234	)
Balance, May 31, 2004, and May 31, 2005	$	(315,539	)

Had the Company's statements of cash flows been prepared using US GAAP, such statements would have included cumulative from inception amounts in addition to amounts for the fiscal 2005, 2004 and 2003.

Such statements under US GAAP are as follows:

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 24

14.	Differences between Canadian GAAP and US GAAP (Continued)
	Statements of Cash Flows

		Cumulative
		from date of
		inception of the
		development stage						Year Ended May 31,
		("March 26, 2004")			2005			2004			2003
Cash flows from operating activities
Net (loss) income for the year	$	(2,154,794	)	$	(2,144,238	)	$	20,730		$	(92,054	)
Items not involving cash:
Mining interests settled with
shares		250,775			250,775			-			-
Write down of long-term debt		-			-			-			88,580
Forgiveness of debt		(35,667	)		-			(85,867	)		-
Income tax interest and
penalties		-			-			20,647			-
Write-off of bad debts		1,235			-			7,019			-
Stock option compensation		775,613			775,613			-			-
Change in non-cash operating
working capital		109,578			64,591			10,392			1,446
Cash flows (used in) operating
activities		(1,053,260	)		(1,053,259	)		(27,079	)		(2,028	)
Cash flows from financing activities
Loans from related parties		(28,594	)		(28,594	)		27,043			1,552
Share issuance		1,450,000			1,450,000			-			-
Cost of issue		(124,081	)		(124,081	)		-			-
Cash flows from financing
activities		1,297,325			1,297,325			27,043			1,552
Increase (decrease) in cash
during the year		244,065			244,066			(36	)		(476	)
Cash, beginning of year		1			1			37			513
Cash, end of year	$	244,066		$	244,067		$	1		$	37

Grandview Gold Inc.
(formerly Consolidated Grandview Inc.)
(A Development Stage Company)
Notes to Financial Statements
May 31, 2005, 2004 and 2003	Page 25

14.	Differences between Canadian GAAP and US GAAP (Continued)
	Recent US GAAP accounting pronouncements
	In December 2004, the FASB issued Statement 123 (revised 2004) entitled "Share- Based Payment". This standard requires the expensing of stock options granted in exchange for employee services, and will be effective for the Company during the quarter ending May 31, 2006. The Company expects that the adoption of FASB 123 (revised 2004) will conform its US accounting with its Canadian accounting for such options.

Grandview Gold Inc. – Management’s Discussion and Analysis
Fiscal Year Ended May 31, 2005

The following is management discussion and analysis (“MD&A”) of the financial condition and results of operations of Grandview Gold Inc. (“Grandview” or the “Company”), formerly Consolidated Grandview Inc., for the twelve months ended May 31, 2005 (“fiscal year 2005”). The MD&A should be read in conjunction with Grandview’s audited financial statements and related notes for the fiscal year 2005, 2004 and 2003. Grandvi ew’s financial statements were prepared in accordance with generally accepted accounting principals (GAAP). Unless otherwise stated, all amounts discussed herein are denominated in Canadian dollars.

Forward Looking Statements
This MD&A includes certain forward-looking statements within the meaning of applicable Canadian Securities Legislation. All statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that the Company expects or anticipates will or may occur in the near future, including future business strategy, goals, exploration programs or other such matters are forward-looking statements. When used in this MD&A, the words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from future results expressed or implied by such forward-looking statements. Such factors include, among others, risks related to joint venture operations, actual results of current or planned exploration activities, changes in project parameters as plans continue to be refined, unavailability of financing, fluctuations in precious metal prices and other such factors. Accordingly, the reader should not place undue reliance on forward-looking statements by the Company. Statements speak only as of the date on which they are made.

Date of MD&A
This MD&A was prepared on September 27, 2005.

Overall Performance

Overview of Operations
Grandview was incorporated in 1945 and was primarily engaged in the mineral exploration and resource sector up to 1987, when trading of the Company’s securities ceased. In November 1998, Grandview invested in Navitrak International – a company involved in high-technology products involving global positioning systems (GPS). During the next three years, Grandview pursued this investment opportunity, but subsequently decided to return to mineral exploration and mining.

On March 26, 2004, the Company put a new management team in place, identified an exploration property of merit with a geological report in accordance with the National Instrument 43-101, and acquired an option to earn an interest in the Pony Creek/Elliot Dome properties (encompassing approximately 5,500 hectares or 20 square miles) located on the prolific gold-producing Carlin Trend in Nevada, USA. Grandview continues to be involved in the acquisition, exploration and development of properties for the mining of precious metals in Ontario, Manitoba and Nevada, USA.

The Company owns a 100% interest in eight mining claims in southeast Dome Township covering approximately 60 hectares, 2.5 kms from Goldcorp’s mine in Red Lake located in the District of Kenora in northwest Ontario.

On July 27, 2004, the Company entered into a letter agreement with Mill City International Company (“Mill City”) to earn a 60% interest in Pony Creek/Elliot Dome properties. The agreement required that:
	1.	Grandview issue 400,000 common shares to Mill City, which the Company did in August 2004,
	2.	Grandview spend or cause to be spent USD $500,000 on the properties by July 31, 2005. This condition was subsequently revised so that Grandview is required to spend USD $340,000 on the properties by December 31, 2005.
	3.	Grandview spend or cause to be spent USD $1,000,000 on the properties by July 31, 2006,
	4.	During this two-year period, Grandview and Mill City seek a joint -venture partnership with a major mining and exploration company (“a major”), to provide assistance with deep hole structural modeling as well as geological database development. In return for this assistance,

Grandview MD&A 1

	the major will be offered a first right of refusal option to earn 60% in the properties by completing a bankable feasibility study,
5.	Mill City enter into a professional geological services contract with Grandview, however, this contract has since been terminated,
6.	If Grandview is able to achieve items 1. to 4. Mill City can elect to convert its 40% interest to a carried 20% carried interest. If Mill City does not convert to a carried interest, it is responsible for 40% of the costs of the project. There is a 4% net smelter return payable to an individual who owned the property, which after this will be reduced to 2%, and Grandview will be given the option to purchase another 1% from each property prior to the commencement of commercial production for USD $1.5 million each for a total of USD $3.0 million.
7.	If Grandview is not able to satisfy the conditions of finding a major, it can still earn the 60% interest by spending an additional US D $2.0 million by August 31, 2007.

On December 23, 2004, Grandview completed a private placement of 1,005,000 units at a price of $1.00 per unit. Each unit is comprised of one common share of the Company and a half (1/2) of a common share purchase warrant. Each warrant entitles the holder to purchase a common share at an exercise price of $1.50 until December 23, 2005.

On April 14, 2005, Grandview announced an Option Agreement with Mill City relating to the Pony Creek/Elliot Dome property in Nevada, which supersedes the letter agreement described above, whereby Grandview has the option to earn an undivided 60% interest in the property by spending USD $3.5 million over three years and issuing Mill City an additional 118,500 shares of the Company. With the formalized relationship, Grandview will commence its 2005 exploration program. If Grandview delivers a bankable feasibility study, Mill City must convert its 20% carried interest to a 20% participating interest.

On April 19, 2005, Grandview announced that it had retained Watts, Griffis and McOuat to provide independent technical advice for the Company’s exploration program at Pony Creek/Elliot Dome property, including assistance with establishing a GPS-controlled property grid survey, planning and execution of a preliminary geophysical survey, and preparing a detailed five-hole, 10,000-foot drilling program.

On April 27, 2005 Grandview announced that it completed the acquisition from Wildcat Exploration Ltd. a 100% interest in 11 strategically located mining claims, comprising 234 hectares located on the Rice Lake greenstone belt that hosts a number of gold deposits in the central area of Bissett Gold Camp near the Manitoba/Ontario border and approximately 240 kms northeast of Winnipeg. Three of the 11 claims have existing mine shafts and known mineralization. The Bissett Gold Camp has a history of exploration dating back to the 1930s and approximately USD $100 million has been spent on a modern mill at the a nearby mine, which is due to return to production in the Fall of 2005. Grandview intends to study existing drilling data and determine an exploration program including a geophysical modeling survey to depths of 2,000 feet.

With a growing business in the United States, Grandview is pursuing the listing of its securities publicly on the NASDAQ OTC Bulletin Board, reason for which it added notes in its recent financial statements explaining differences between Canadian and US Generally Accepted Accounting Principles.

Subsequent Events
On July 20, 2005 Grandview announced that it signed a letter of intent to enter into an option and joint venture with agreement with Goldcorp Inc. – Canada’s leading gold mining company – whereby Goldcorp will operate at Grandview’s Red Lake property and will fund exploration activities. Goldcorp may earn a 60% interest in the property by incurring expenditures of $100,000 within 18 months of signing the agreement.

On August 25, 2005 the Company announced that it signed a letter of intent to enter into an option and joint venture agreement with Frontier Development Group Inc. to allow Grandview to earn a 51% interest in Frontier’s Dixie Lake property, which is 25 kms southeast of Red Lake, Ontario and 25 kms south of Placer Dome’s Campbell mine and Goldcorp Inc.’s Red Lake mine, and was previously operated by Newmont Mining Corp. and Teck Corporation, and fits within Grandview’s strategy to aggressively explore the Red Lake/Rice Lake greenstone belts with its existing Red Lake and Bissett

Grandview MD&A 2

gold camp properties. Management considers the Dixie Lake property as a mid-stage exploration property with established gold resource.

On August 29, 2005 Grandview announced its appointment of its new Vice President of Corporate Development – Michael Dehn, a former senior geologist for Goldcorp Inc. who played a strategic role in its very successful exploration programs at the Red Lake Gold Camp, and the granting of 150,000 incentive stock options to him.

On September 15, 2005 Grandview announced the second closing for a private placement of 570,320 units at a price of $1.25/unit and 20,000 flow-through shares at a price of $1.25/share for aggregate proceeds of $737,900. The first closing held on August 31, 2005 had raised proceeds of $2,623,880 from issuing 899,104 units plus 1.2 million flow-through shares. Each unit consists of one common share of the Company plus one-half of a common share purchase warrant (whereby each whole warrant is exercisable to acquire one common share at a price of $1.75 until August 31, 2006). The securities are subject to a four-month resale restriction and the entire placement is subject to CNQ approval. The offering was originally announced on August 8, and proceeds would be used to help finance ongoing exploration of Grandview’s properties and for general working capital purposes.

Results of Operations

Selected Annual Information
The Corporation has no recurring source of revenue and will require additional financing in order to meet its obligations and continue to be a going concern. The following table summarizes the Company’s financial performance for the past three fiscal years ended May 31.

	May 31, 2005	May 31, 2004	May 31, 2003 (restated)
Revenue	$ 0	$ 0	$ 0
Expenses	1,485,564	84,809	3,474
Income (loss) before unusual items	(1,485,564)	(84,809)	(3,474)
Unusual items	0	85,867	(209,999)
Net income (loss)	(1,485,564)	1,058	(213,473)
Net income (loss) per share	(0.14)	0.00	(0.02)
Cash flows from (used in) operating activities	(645,360)	(26,517)	(2,028)
Cash and cash equivalents, end of year	244,067	1	37
Assets	943,727	10,819	35,821
Long-term liabilities	0	0	0
Dividends	0	0	0

Fiscal Year 2005
Grandview incurred a net loss of approximately $1.5 million in the twelve months ended May 31, 2005 due to new or substantially higher expenses related to: management services, reporting as an issuer, professional fees, and stock option compensation. Management considers the loss to be in reasonable proportion to the magnitude of its significantly increased expenditures on exploration activities at several North American properties. Grandview’s asset base increased substantially during fiscal year 2005 as the Company raised capital through private placements and capitalized exploration expenditures.

Summary of Quarterly Results
The following tables set out financial performance highlights for the past eight quarters.

Grandview MD&A 3

	Fourth Quarter May 31, 2005	Third Quarter Feb.28, 2005	Second Quarter Nov.30, 2004	First Quarter Aug.31, 2004
Revenue	$ 0	$ 0	$ 0	$ 0
Expenses	641,467	455,589	339,897	48,611
Income (loss) before unusual items	(641,467)	(455,589)	(339,897)	(48,611)
Unusual items	0	0	0	0
Net income (loss)	(641,467)	(455,589)	(339,897)	(48,611)
Income (loss) per share before unusual items	(0.07)	(0.04)	(0.03)	(0.00)
Net income (loss) per share	(0.07)	(0.04)	(0.03)	(0.00)
Cash flows from (used in) operating activities	(161,400)	(273,373)	(130,520)	(80,067)
Cash and cash equivalents, end of period	244,067	582,862	31,710	33,379
Assets	943,727	813,810	267,221	212,813
Long-term liabilities	0	0	0	0
Dividends	0	0	0	0

	Fourth Quarter May 31, 2004	Third Quarter Feb. 29, 2004	Second Quarter Nov. 30, 2003	First Quarter Aug. 31, 2003
Revenue	$ 0	$ 0	$ 0	$ 0
Expenses (recovery)	45,661	12,096	6,298	520
Income (loss) before unusual items	(45,661)	(12,096)	(6,298)	(520)
Unusual items	20,433	45,200	0	0
Net income (loss)	(25,228)	33,104	(6,298)	(520)
Income (loss) per share before unusual items	(0.01)	(0.00)	(0.00)	(0.00)
Net income (loss) per share	(0.01)	0.01	(0.00)	(0.00)
Cash flows from (used in) operating activities	(26,477)	(6)	(14)	(20)
Cash and cash equivalents, end of period	1	0	6	20
Assets	10,819	25,000	30,006	35,804
Long-term liabilities	0	0	0	0
Dividends	0	0	0	0

Fourth Quarter ended May 31, 2005
Grandview incurred a net loss in the fourth quarter 2005 of $641,467, compared to $25,228 in the same period the previous year, primarily due to increased expenses for management compensation, investor relations, business development and reporting issuer maintenance in fiscal 2005, and to an unusual favourable item in the fourth quarter of fiscal 2004.

Liquidity and Capital Resources
As a result of Grandview’s equity financings, the Company’s working capital at fiscal year end 2005 was $151,475 (compared to a working capital deficiency of $56,594 at fiscal year end May 31, 2004), and the cash balance was $244,067 (compared to $1 on May 31, 2004).

Since May 31, 2004, Grandview has raised over $4 million in five private placements. Since Grandview has limited financial resources and is dependant on the success of financing initiatives, management

Grandview MD&A 4

intends to strictly control all expenses and focus on creating value for shareholders by exploring and developing high-grade gold properties which it believes are the most promising.

On May 31, 2005 Grandview had non-capital losses of approximately $790,600 and capital losses of approximately $333,000, which may be deducted in calculations of taxable income in future years.

Management believes that it can continue operations during fiscal year 2006 with Grandview’s current and anticipated capital resources.

Off-Balance-Sheet Arrangements
See description of option agreements under Overview of Operations.

Related Party Transactions
On June 1, 2004, Grandview entered into an agreement with a company owned by the Company’s president to provide management and consulting services for $11,682 per month, which amounted to $140,184 for the fiscal year 2005 ($0 – 2004), in addition to $105,500 ($0 – 2004) paid to him for consulting services and travel expenses, which were included in management services expenses.

Proposed Transactions
There are no proposed transactions at this time, other than those described under Subsequent Events.

Critical Accounting Estimates
Grandview did not rely on any critical accounting estimates in the most recent fiscal quarter.

Changes in Accounting Policies
There were no changes to accounting policies in the most recent fiscal quarter.

Financial and Other Instruments
At fiscal year end 2005, the financial instruments of the Company consisted of accounts receivable, accounts payable and accrued liabilities. Grandview does not expect to be exposed to significant interest, currency or credit risks arising from these financial instruments. The Company estimates that the fair values of all its financial instruments approximate their carrying values.

Risks and Uncertainties
At the present time, Grandview does not hold any interest in a mining property in production. Therefore, the Company’s viability and potential success lies in its ability to develop, exploit and generate revenues from potential mineral deposits discoveries resulting from planned exploration programs on its properties or its option agreements. Revenues, profitability and cash flow from any future mining operations involving the Company will be influenced by precious metal prices and by the relationship of such prices to the production costs. Such prices have fluctuated widely in the past, affected by numerous factors beyond the Company’s control.

Grandview has limited financial resources and there are no assurances that additional funding will be available for further exploration and development of it projects or to fulfill its obligations under applicable option agreements. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there is no assurance that it will be able to obtain such additional financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the property interests of the Company with the possible dilution or loss of such property interest.

Additional Disclosure for Venture Issuers Without Significant Revenue
At the end of fiscal 2005, the accumulated cost of Grandview’s interests in mineral properties was $659,236 (see Note 5 Mining Interests of the financial statements for more detail).

Disclosure of Outstanding Share Data
Grandview’s common shares are traded on the Canadian Trading & Quotation System (CNQ) under the symbol GVGI, and it is authorized to issue an unlimited number of shares. On May 31, 2005, the Company had: 11,851,494 shares outstanding in the amount of $4,781,750; 602,500 warrants with a

Grandview MD&A 5

weighted average exercise price of $1.44 expiring in December 2005; and 1,125,000 stock options with a weighted average exercise price of $1.06 expiring in 2009.

Disclosure Controls and Procedures
Management has ensured that there are disclosure controls and procedures that provide reasonable assurance that material information relating to the Company is disclosed on a timely basis, particularly information relevant to the period in which annual filings are being prepared. Management believes these disclosure controls and procedures have been effective during the fiscal year ended May 31, 2005.

Additional Information
Additional information relating to the Company is available on the Internet at the SEDAR website located at www.sedar.com and at www.grandviewgold.com.

Grandview MD&A 6

EX-99.2

NOTICE TO SHAREHOLDERS
FOR THE THREE MONTHS ENDED AUGUST 31, 2005
GRANDVIEW GOLD INC.

Responsibility for Financial Statements

The accompanying financial statements for Grandview Gold Inc. have been prepared by management in accordance with Canadian generally accepted accounting principles consistently applied. The most significant of these accounting principles have been set out in the May 31, 2005 audited financial statements. Only changes in accounting information have been disclosed in these financial statements. These statements are presented on the accrual basis of accounting. Accordingly, a precise determination of many assets and liabilities is dependent upon future events. Therefore, estimates and approximations have been made using careful judgment. Recognizing that the Company is responsible for both the integrity and objectivity of the financial statements, management is satisfied that these financial statements have been fairly presented.

Auditors' involvement

The auditors of Grandview Gold Inc. have not performed a review of the unaudited financial statements for the three months ended August 31, 2005 and August 31, 2004.

Grandview Gold Inc.

Balance Sheets

		August 31,			May 31,
		2005			2005
		(Unaudited)			(Audited)
Assets
Current assets
Cash	$	2,386,005		$	244,067
Marketable securities		9,766			9,766
Accounts receivable		35,065			24,988
Prepaid expenses		14,921			5,670
		2,445,757			284,491
Mining interests (Note 2)		888,889			659,236
	$	3,334,646		$	943,727
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	152,191		$	133,016
Loan payable (Note 3)		95,000			-
		247,191			133,016
Shareholders' Equity
Share capital (Note 4(b))		7,142,938			4,781,750
Warrants (Note 4(c))		223,558			173,388
Contributed surplus (Note 4(e))		921,904			800,613
Deficit		(5,200,945	)		(4,945,040	)
		3,087,455			810,711
	$	3,334,646		$	943,727

Grandview Gold Inc.

(Unaudited)

Statements of Operations and Deficit

								Cumulative
								from date of
								inception of
		Three Months Ended						development
		August 31,			August 31,			stage
		2005			2004			(March 26, 2004)
Operating expenses
Management services	$	48,038		$	35,047		$	310,901
Investor relations, business development
and reporting issuer maintenance costs		31,090			9,367			271,695
Bad debt expense		-			-			1,235
Professional fees		24,539			-			211,412
Office and administration		30,947			4,197			94,983
Write-down of marketable securities		-			-			15,234
Stock option compensation		121,291			-			896,904
Loss before the undernoted		(255,905	)		(48,611	)		(1,802,364	)
Forgiveness of debt		-			-			35,667
Net loss for the period		(255,905	)		(48,611	)		(1,766,697	)
Deficit, beginning of period		(4,945,040	)		(3,459,476	)		-
Deficit, end of period	$	(5,200,945	)	$	(3,508,087	)	$	(1,766,697	)
Basic and diluted loss per share (Note 4(f))	$	(0.02	)	$	(0.01	)

Grandview Gold Inc.

(Unaudited)

Statements of Cash Flows

								Cumulative
								from date of
								inception of
		Three Months Ended						development
		August 31,			August 31,			stage
		2005			2004			(March 26, 2004)
Cash flows used in operating activities
Net loss for the period	$	(255,905	)	$	(48,611	)	$	(1,766,697	)
Items not involving cash:
Write down of marketable securities		-			-			15,234
Forgiveness of debt		-			-			(35,667	)
Write-off of bad debts		-			-			1,235
Stock-based compensation		121,291			-			896,904
Change in non-cash operating working capital
Accounts receivable		(19,327	)		(31,740	)		35,181
Accounts payable and accrued liabilities		19,174			284			73,683
		(134,767	)		(80,067	)		(780,127	)
Cash flows from financing activities
Loans from related parties		-			-			(28,594	)
Loan payable		195,000			-			195,000
Share issuance		2,523,880			246,321			3,973,880
Cost of issue		(212,522	)		-			(336,603	)
		2,506,358			246,321			3,803,683
Cash flows used in investing activities
Expenditures on mining interests		(229,653	)		(132,876	)		(637,552	)
		(229,653	)		(132,876	)		(637,552	)
Increase in cash during the period		2,141,938			33,378			2,386,004
Cash, beginning of period		244,067			1			1
Cash, end of period	$	2,386,005		$	33,379		$	2,386,005

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

1.      Nature of business and accounting policies

Grandview Gold Inc. (formerly Consolidated Grandview Inc.) (the "Company" or "Grandview") is incorporated under the laws of the Province of Ontario. The Company was previously in the business of investing in significant equity interests in high-technology companies. As at March 26,2004 the Company changed its direction to a resource exploration company and it is from that time forward that it is considered to be a Development Stage Company.

Grandview is a gold exploration Company, listed on the CNQ Exchange under the symbol “GVGI”. Grandview focuses on creating value for shareholders by exploring and developing high-grade gold properties in the major gold camps of North America.

The unaudited financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and notes to the financial statements required by Canadian generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended August 31, 2005 may not be necessarily indicative of the results that may be expected for the year ending May 31, 2006.

The balance sheet at May 31, 2005 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by Canadian generally accepted accounting principles for annual financial statements. The interim financial statements have been prepared by management in accordance with the accounting policies described in the Company's annual financial statements for the year ended May 31, 2005. For further information, refer to the financial statements and notes thereto included in the Company's annual financial statements for the year ended May 31, 2005.

2.      Mining interests

Refer to Supplement I of the August 31, 2005 unaudited financial statements for a breakdown of material costs. At August 31, 2005, accumulated costs with respect to the Company's interest in mineral properties owned, leased or under option, consisted of the following:

		Balance				Balance		Balance
		June 1,				August 31,		May 31,
Property		2005		Additions		2005		2005
Pony Creek (i)	$	411,874	$	170,899	$	582,773	$	411,874
Bissett Lake (i)
Wildcat project (i)		186,800		-		186,800		186,800
Project generation (i)(ii)		55,000		58,754		113,754		55,000
Red Lake (i)		5,562		-		5,562		5,562
	$	659,236	$	229,653	$	888,889	$	659,236

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

2.      Mining interests (Continued)

(i) The description of these properties can be found in the May 31, 2005 audited financial statements. Comparative figures for May 31, 2005 have been restated to conform with the figures as at August 31, 2005.

(ii) The Company is investigating other property acquisitions. At August 31, 2005, these costs amounted to $113,754. If the Company determines that a specific property acquisition will not continue, the costs associated with the specific property will be written-off.

(iii) On July 20, 2005, the Company signed a letter of intent to enter into an option and joint venture agreement with Goldcorp Inc. ("Goldcorp") relating to Grandview’s Red Lake property located near Red Lake in northwestern Ontario, Canada. Under the terms of the agreement Goldcorp will be the operator at the Red Lake property and will fund exploration activities.

Details of the option agreement are that Goldcorp may earn a 60% interest in the Red Lake property by incurring expenditures of $100,000 within 18 months of signing the formal option agreement.

Upon Goldcorp satisfying its requirements under the option agreement a joint venture will be formed to continue exploration and development of the Red Lake property. The material terms of the joint venture to be entered into upon fulfillment of the option requirements, will be negotiated and form a part of the formal option agreement.

(iv) On August 25, 2005, the Company signed a letter of intent to enter into an option and joint venture agreement with Fronteer Development Group Inc. ("Fronteer") which would allow Grandview to earn a 51% interest in Fronteer ’s Dixie Lake Property.

3.      Loan Payable

On August 16, 2005, the Company entered into a loan agreement with an arm's length party (Northrup Development Corporation) (the "Lender"), whereby the Lender lent the Company $175,000 to be repaid on September 16, 2005 (the "Due Date"). Additionally, the Lender charged the Company a loan fee of $20,000 for a total obligation of $195,000. The loan is unsecured, non-interest bearing, and incurs a late payment penalty of $5,000 for each 30 day period that the loan is outstanding commencing on the day immediately following the Due Date. The Lender, at its sole option, can exchange all or part of the loan and loan fee for securities of the Company, if it is exercised concurrently with an Offering of the securities of the Company. During the period, the Lender exercised its option for $100,000 worth of securities (80,000 common shares) at the same terms and conditions as the concurrent unit private placement (Note 4(b)(1)). As of August 31, 2005, $95,000 of the loan payable was outstanding.

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

4.      Share Capital

Refer to Supplement II of the August 31, 2005 unaudited financial statements for disclosure of information relating to the outstanding securities of the Company as at September 29, 2005.

(a)      Authorized

                    Unlimited number of common shares

(b)      Issued

	Number
	of shares		Amount
Balance, May 31, 2005 (audited)	11,851,494	$	4,781,750
Private placement (1)	2,019,104		2,523,880
Debt conversation (Note 3)	80,000		100,000
Warrant valuation (1)	-		(3,150	)
Cost of issue - warrant valuation (1)	-		(47,020	)
Cost of issue - cash laid out (1)	-		(212,522	)
Balance, August 31, 2005 (unaudited)	13,950,598	$	7,142,938

(1) The Company closed a brokered private placement of 819,104 units at a price of $1.25 per unit, plus 1,200,000 flow-through shares at a price of $1.25 per flow-through share, for aggregate proceeds of $2,523,880 to the Company.

Each unit consists of one common share of the Company plus one-half of a common share purchase warrant. Each whole warrant is exercisable to acquire one common share at an exercise price of $1.75 until August 31, 2006. 449,552 warrants were issued through this private placement. For purposes of estimating the fair market value under the Black-Scholes option pricing model, the warrants were valued at $3,150. The following assumptions were used to estimate this figure: expected dividend yield - 0%; expected volatility 11.97%, risk-free interest rate - 4.00% and an expected average life of 12 months.

The flow-through renunciation from the brokered private placement will create a future income tax liability of approximately $525,000 which will be allocated as a cost of issuing the flow-through shares after December 31, 2005.

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

4.      Share Capital (Continued)

(b)      Issued (Continued)

(1) - (Continued) The Company paid, as consideration for services, the Agents in connection with the placement cash commissions totaling 8% of the gross proceeds raised from the private placement ($189,910) as well as reasonable expenses of the Agents and Agents' counsel of ($22,612) and issued 209,910 compensation options to purchase units, equal to 10% of the number of securities sold. Each unit can be exercised for $1.25 until August 31, 2006 and consists of one common share of the Company plus one-half of a common share purchase warrant. Each whole warrant is exercisable to acquire one common share at an exercise price of $1.75 until August 31, 2006. For purposes of estimating the fair market value under the Black-Scholes option pricing model, the warrants were valued at $47,020. The following assumptions were used to estimate this figure: expected dividend yield - 0%; expected volatility 11.97%, risk-free interest rate - 4.00% and an expected average life of 12 months.

(c)      Warrants

The following is a continuity of warrants for the period ended August 31, 2005:

			Weighted
	Number		Average
	of		Exercise
	Warrants		Price
Balance, May 31, 2005 (audited)	602,500	$	1.44
Granted (Note 4(b)(1))	449,552		1.75
Granted (Note 4(b)(1))	209,910		1.25
Balance, August 31, 2005 (unaudited)	1,261,962	$	1.52

The following are the warrants outstanding at August 31, 2005:

	Number		Black
	of		Scholes	Exercise	Expiry
	Warrants		Value	Price ($)	Date
	502,500	$	138,188	1.50	December 23, 2005
	100,000		35,200	1.15	December 23, 2005
(Note 4(b)(1))	449,552		3,150	1.75	August 31, 2006
(Note 4(b)(1))	209,910		47,020	1.25	August 31, 2006
	1,261,962	$	223,558

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

4.      Share Capital (Continued)

 (d)      Stock options

The following is a continuity of options for the period ended August 31, 2005:

			Weighted
	Number		Average
	of		Exercise
	Options		Price
Balance, May 31, 2005 (audited)	1,125,000	$	1.06
Granted	150,000		1.25
Balance, August 31, 2005 (unaudited)	1,275,000	$	1.04

The following are the options outstanding at August 31, 2005:

Number		Black-
of		Scholes	Exercise	Expiry
Options		Value	Price ($)	Date
1,050,000	$	800,100	1.00	October 1, 2009
75,000		62,850	1.10	December 20, 2009
150,000		142,800	1.25	August 29, 2010
1,275,000	$	1,005,750

The stock options have been expensed as follows:

	Number		Expensed		Remainder		Total
	of		at		to be		Stock-option
	Options		August 31, 2005		Expensed		Compensation
(*)	1,050,000	$	800,100	$	-	$	800,100
(*)	75,000		61,104		1,746		62,850
(*)	150,000		35,700		107,100		142,800
	1,275,000	$	896,904	$	108,846	$	1,005,750

(*) The values assigned were estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%; expected volatility - 100%; risk-free interest rate - 4.00% and an expected average life of 5 years.

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

4.      Share capital (Continued)

(e)     Contributed Surplus

The following is a continuity of contributed surplus for the period ended August 31, 2005:

		Contributed
		Surplus
Balance, May 31, 2005 (audited)	$	800,613
Vesting of stock options		121,291
Balance, August 31, 2005 (unaudited)	$	921,904

(f)      Basic and diluted loss per share

The following table sets forth the computation of basic and diluted loss per share:

		Three Months Ended
		August 31,			August 31,
		2005			2004
Numerator for basic and diluted
loss per share:
Numerator for basic
loss per share	$	(255,905	)	$	(48,611	)
Numerator for diluted
loss per share	$	(255,905	)	$	(48,611	)
Denominator for basic
loss per share		11,851,494			6,951,522
Denominator for diluted
loss per share		11,851,494			6,951,522

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

4.      Share capital (Continued)

(f)      Basic and diluted loss per share (Continued)

Basic loss per share	$	(0.02	)	$	(0.01	)
Diluted loss per share	$	(0.02	)	$	(0.01	)

Diluted loss per share, reflects the maximum possible dilution from the potential exercise of outstanding stock options and warrants, and the conversion of convertible securities. However, the effect of outstanding warrants and options, and the conversion of convertible securities was not calculated as the effect would be anti-dilutive.

5.      Income taxes

The estimated taxable income for the period is $nil. Based upon the level of historical taxable income, it cannot be reasonably determined if the Company will realize the benefits from future income tax assets or the amounts owing from future income tax liabilities. Consequently, the future recovery or loss arising from differences in tax values and accounting values have been reduced by an equivalent estimated taxable temporary difference valuation allowance. This estimated taxable temporary difference valuation allowance will be adjusted in the period that it can be determined that it is more likely than not that some or all of the future tax assets or future tax liabilities will be realized.

For further information about the Company's losses for tax purposes, refer to the audited May 31, 2005 financial statements. The benefits for these losses and the estimated loss for the period are not recognized in these financial statements.

6.      Related Party Transactions

On June 1, 2004 the Company entered into a management agreement with a company owned by the President. The President's company provides management and consulting services to the Company in exchange for $11,682 per month. As of August 31, 2005, total payments of $46,728 were made to the President's company. This amount includes management services of $35,046 (2004 - $35,047) and prepaid management services of $11,682 (2004 - $nil). Management services expense also includes $12,992 (2004 - $nil) for out of pocket expenses paid to the President and the President's company.

These transactions have been measured at the exchange amount which is intended to represent fair market value.

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

7.      Susequent Events

(a)	On September 15, 2005, the Company closed a brokered private placement of 570,320 units at a price of $1.25 per unit and 20,000 flow-through shares at a price of $1.25 per flow- through share, for aggregate proceeds of $737,900.
	Each unit consists of one common share of the Company plus one-half of a common share purchase warrant. Each whole warrant is exercisable to acquire one common share at an exercise price of $1.75 until September 15, 2006.
	In connection with the brokered private placement, the Company paid to the Agents a cash commission equal to 8% of the gross proceeds raised and issued the Agents compensation warrants entitling the Agents to purchase 59,032 units equal to 10% of the number of securities sold.
(b)	On September 30, 2005, the Company and Marum Resources Inc. (MMU:TSX-V) (“Marum”) entered into an option agreement to jointly explore Marum’s 100% owned Gem gold property at the eastern end of Manitoba’s Rice Lake Greenstone Belt.
	Grandview can earn a 50% undivided interest in the Gem property by performing $250,000 in exploration work on the Property, at a cumulative rate of $125,000 by September 30, 2006 and $250,000 by September 30, 2007, such work to include a high-resolution aeromagnetic survey with a maximum 50-metre line spacing to be completed by March 31, 2006. Grandview will be the operator of the property until such time as its option to earn the 50% interest is exercised.
(c)	On October 18, 2005, Grandview signed a definitive Option Agreement with Fronteer Development Group Inc. (“Fronteer”) for Fronteer’s Dixie Lake Property.
	Details of the Option Agreement are that Grandview may earn a 51% interest in the Dixie Lake Property by incurring exploration expenditures of $300,000, assuming payments totaling $75,000 to the underlying property vendor and issuing 160,000 shares of Grandview to a third party as a finder’s fee.

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

7.      Subsequent Events (Continued)

(d)                   On October 19, 2005 , Grandview closed a private placement of 400,000 flow-through shares at a price of $1.25 per flow-through share, for aggregate proceeds of $500,000. The securities issued under the private placement are subject to a four-month resale restriction. Haywood Securities Inc. lead the syndicate of agents (collectively the “Agents”), which included Coniston Investment Corp. For their services in connection with the private placement, the Company paid to the Agents a cash commission equal to 8% of the gross proceeds and issued the Agents compensation options entitling the Agents to purchase 40,000 Units. Each unit consists of one common share of the Company plus one-half of a common share purchase warrant. Each whole warrant is exercisable to acquire one common share at an exercise price of $1.75 until October 19, 2006.

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

8.      Differences between Canadian GAAP and US GAAP

The Company's financial statements have been prepared in accordance with Canadian GAAP. These principles, as they pertain to the Company's financial statements differ from US GAAP as follows:

Under Canadian GAAP, the Company accounted for its stock compensation plan as described in Note 2(e) in the fiscal 2005 audited financial statements under which CICA Handbook Section 3870 requires that compensation for option awards to employees and consultants be recognized in the financial statements at fair value for options granted in fiscal years beginning on or after January 1, 2004. The Company, as permitted by CICA Handbook Section 3870, has adopted this section prospectively for new option awards granted on or after June 1, 2003. Accordingly, a fair value compensation expense is reported for any options that were granted and vested during a interim or fiscal period. This accounting policy had no effect on the Company's interim financial statements for the period ended August 31, 2005. Prior to this accounting policy, no compensation expense was required to be recorded for stock option grants under Canadian GAAP for fiscal 2003 or 2002. For US GAAP purposes, the Company has adopted the provisions of Financial Accounting Standards Board (FASB) Statement 148 effective as of June 1, 2003, which provisions allow the Company to record compensation expense for stock options granted in fiscal 2004 and all future periods based on the estimated fair value of such option, using the prospective method. In December 2004, FASB issued Statement 123 (Revised 2004), "Share-Based Payment," which mandates the recording of compensation expense based on the fair value of such options.

Prior to June 1, 2003, the Company accounted for its stock-based compensation plan for US GAAP purposes under FASB statement 123, under which no compensation expense was required to be recognized in fiscal 2003.

For the period ended August 31, 2005, the Company's accounting for stock option grants under US GAAP is substantially equivalent to the accounting under Canadian GAAP. As such, the expense recorded for US GAAP purposes would be equal to the expense recorded for Canadian GAAP purposes for the period ended August 31, 2005. Had the Company adopted (FASB) Statement 148 for 2004 and 2003, there would be no effect on earnings since no stock options were issued in the fiscal periods presented in these financial statements.

The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves. Accordingly, under US GAAP, the Company would be characterized as "a development stage company".

Under Canadian GAAP, the Company accounts for its exploration costs as described in Note 2(b) of the audited annual financial statements for May 31, 2005, while under US GAAP, exploration costs cannot be capitalized and are expensed as incurred. Under Canadian GAAP and US GAAP marketable securities and long term investments are written down to net realizable value. Under

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

8.      Differences between Canadian GAAP and US GAAP (Continued)

Canadian GAAP this is shown as an expense on the statement of operations while under US GAAP it is shown as a component of shareholders' equity. Had the Company's balance sheets as at August 31, 2005 and May 31, 2005 been prepared using US GAAP, such balance sheets would be presented as follows:

		August 31, 2005			May 31,2005
Assets
Current
Cash	$	2,386,005		$	244,067
Marketable securities		9,766			9,766
Amounts receivable		35,065			24,988
Prepaid expenses		14,921			5,670
	$	2,445,757		$	284,491
Liabilities and Shareholders' Equity
Current
Accounts payable and accrued liabilities	$	152,191		$	133,016
Loan payable		95,000			-
		247,191			133,016
Shareholders' equity
Share capital
Authorized - unlimited common shares
Issued
Common shares		7,142,938			4,781,750
Additional paid in capital		25,000			25,000
Warrants		223,558			173,388
Cumulative adjustments to marketable securities		(315,539	)		(315,539	)
Deferred stock option compensation		896,904			775,613
Deficit accumulated before change to a development
stage company		(3,133,943	)		(3,133,943	)
Deficit accumulated during the development stage		(2,640,352	)		(2,154,794	)
		2,198,566			151,475
	$	2,445,757		$	284,491

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

8.      Differences between Canadian GAAP and US GAAP (Continued)

Under US GAAP, development stage companies are required to provide cumulative-from-inception information relating to income statements, statements of cash flows, and statements of changes in shareholders' equity. Inception has been deemed to be March 26, 2004, the date on which the Company, at a shareholders' meeting, made the decision to return to the business of exploration as its primary business focus. Had the Company's statements of operations and deficit been prepared using US GAAP, such statements would have included cumulative-from-inception amounts in addition to amounts for August 31, 2005, August 31, 2004 and August 31, 2003. Such statements under US GAAP are as follows:

Statements of Operations and Comprehensive Loss

											Cumulative
											from date of
											inception of
		Three Months Ended									development
		August 31,			August 31,			August 31,			stage
		2005			2004			2003			(March 26, 2004)
Expenses
Management services	$	48,038		$	35,047		$	-		$	310,901
Investor relations, business
development and reporting
issuer maintenance costs		31,090			9,367			-			271,695
Bad debt expense		-			-			-			1,235
Professional fees		24,539			-			500			211,412
Office and administration		30,947			4,197			20			94,983
Gain on forgiveness of debt		-			-			-			(35,667	)
Non-cash compensation expense		121,291			-			-			896,904
General exploration		229,653			136,876			-			888,889
Net loss for the period and from
date of inception		(485,558	)		(185,487	)		(520	)		(2,640,352	)
Comprehensive income (loss)
items:
Write-down of marketable
securities		-			-			-			(15,234	)
Comprehensive loss for the
period	$	(485,558	)	$	(185,487	)	$	(520	)	$	(2,655,586	)

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

8.      Differences between Canadian GAAP and US GAAP (Continued)

Loss per common share
Basic	$	0.04	$	0.03	$	0.00
Diluted	$	0.04	$	0.03	$	0.00
Comprehensive loss per
common share
Basic	$	0.04	$	0.03	$	0.00
Diluted	$	0.04	$	0.03	$	0.00

Statements of Changes in Shareholders' Equity

The changes in common shares from March 26, 2004 (date the Company became a development stage enterprise) as required by US GAAP is disclosed below:

			Amount
			Under
	Shares		US GAAP
Common shares before change to a
development stage company and as
of May 31, 2004	3,270,998	$	3,378,444
Stock split (3 for 1)	6,541,996		-
Private placement	120,000		120,000
Private placement	150,000		150,000
Mineral property acquisition	400,000		4,000
Private placement	175,000		175,000
Private placement	1,005,000		1,005,000
Warrant valuation	-		(138,188	)
Mineral property acquisition	118,500		159,975
Mineral property acquisition	70,000		86,800
Cost of issue - warrant valuation	-		(35,200	)
Private placement	2,019,104		2,523,880
Debt conversion	80,000		100,000
Warrant valuation	-		(3,150	)
Cost of issue - warrant valuation	-		(47,020	)
Cost of issue - cash laid out	-		(336,603	)
Balance, August 31, 2005 (unaudited)	13,950,598	$	7,142,938

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

8.      Differences between Canadian GAAP and US GAAP (Continued)

Other changes in shareholders' equity are presented as follows:

		Cumulative
		adjustments
		to
		marketable
		securities
Balance, June 1, 2001	$	(85,625	)
Comprehensive loss		(121,100	)
Balance, May 31, 2002		(206,725	)
Comprehensive loss		(88,580	)
Balance, May 31, 2003		(295,305	)
Comprehensive loss		(5,000	)
Balance, March 26, 2004		(300,305	)
Comprehensive loss		(15,234	)
Balance, May 31, 2004, May 31, 2005 and
August 31, 2005 (unaudited)	$	(315,539	)

Had the Company's statements of cash flows been prepared using US GAAP, such statements would have included cumulative from inception amounts in addition to amounts for the period ended August 31, 2005, August 31, 2004 and August 31, 2003.

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

8.      Differences between Canadian GAAP and US GAAP (Continued)

Such statements under US GAAP are as follows:

Statements of Cash Flows

											Cumulative
											from date of
											inception of
		Three Months Ended									development
		August 31,			August 31,			August 31,			stage
		2005			2004			2003			(March 26, 2004)
Cash flows used in operating activities
Net loss for the period	$	(485,558	)	$	(185,487	)	$	(520	)	$	(2,640,352	)
Items not involving cash:
Mining interests settled with cash		-			4,000			-			250,775
Forgiveness of debt		-			-			-			(35,667	)
Write-off of bad debts		-			-			-			1,235
Non-cash compensation expense		121,291			-			-			896,904
Change in non-cash operating
working capital
Accounts receivable		(19,327	)		(31,740	)		-			35,181
Accounts payable and
accrued liabilities		19,174			284			503			73,683
Other items		-			-			-			561
		(364,420	)		(212,943	)		(17	)		(1,417,680	)
Cash flows from financing activities
Loans from related parties		-			-			-			(28,594	)
Loan payable		195,000			-			-			195,000
Share issuance		2,523,880			246,321			-			3,973,880
Cost of issue		(212,522	)		-			-			(336,603	)
		2,506,358			246,321			-			3,803,683
Increase in cash during the
period		2,141,938			33,378			(17	)		2,386,003
Cash, beginning of period		244,067			1			37			1
Cash, end of period	$	2,386,005		$	33,379		$	20		$	2,386,004

Grandview Gold Inc.

Notes to Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

8.      Differences between Canadian GAAP and US GAAP (Continued)

Recent US GAAP accounting pronouncements

In December 2004, FASB issued Statement 123 (revised 2004) entitled "Share-Based Payment". This standard requires the expensing of stock options granted in exchange for employee services, and will be effective for the Company during the quarter ending May 31, 2006. The Company expects that the adoption of FASB 123 (revised 2004) will conform its US accounting with its Canadian accounting for such options.

Grandview Gold Inc.

Supplement I to the Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

MINING INTERESTS BREAKDOWN

Pony Creek

		Three Months Ended
		August 31,			August 31,
		2005			2004
Property acquisition costs	$	118,504		$	136,876
Geological		50,224			-
Maps and reports (recovery)		(7,724	)		-
Travel		9,403			-
Assays		492			-
	$	170,899		$	136,876
Bissett Lake - Project generation
		Three Months Ended
		August 31,			August 31,
		2005			2004
Property acquisition costs	$	50,000		$	-
Consulting		8,754			-
	$	58,754		$	-
TOTAL	$	229,653		$	136,876

Grandview Gold Inc.

Supplement I to the Financial Statements

Three Months Ended August 31, 2005

(Unaudited)

OUTSTANDING SECURITIES AS OF OCTOBER 26, 2005

(a)	15,100,918 common shares outstanding.
(b)	Stock Options - Note 4(d)
(c)	Warrants - 1,646,154 outstanding

CORRESP

   Filed by Automated Filing Services Inc. (604) 609-0244 - Grandview Gold Inc. - Response Letter